PRE 14A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant                  Filed by a Party other than the Registrant  

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to § 240.14a-12

Horizon Therapeutics Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1.

Title of each class of securities to which transaction applies:

 

 

 

  2.

Aggregate number of securities to which transaction applies:

 

 

 

  3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  4.

Proposed maximum aggregate value of transaction:

 

 

 

  5.

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1.

Amount Previously Paid:

 

 

 

  2.

Form, Schedule or Registration Statement No.:

 

 

 

  3.

Filing Party:

 

 

 

  4.

Date Filed:

 

 

 

 

 


Table of Contents

DATED MARCH 5, 2021 — SUBJECT TO COMPLETION

 

 

LOGO

HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY

ANNUAL GENERAL MEETING OF SHAREHOLDERS

April 29, 2021

 

 

NOTICE AND PROXY STATEMENT

 


Table of Contents

LOGO

                    , 2021

Dear Fellow Shareholder:

2020 was a banner year for Horizon. Our launch of TEPEZZA®, our biologic for Thyroid Eye Disease (TED), far exceeded expectations despite the impact of the COVID-19 pandemic, quickly becoming one of the most successful rare disease medicine launches ever. TEPEZZA net sales of $820 million were the primary driver of our total net sales growth of 69 percent, resulting in record total net sales of $2.2 billion and adjusted EBITDA growth of 107 percent to a record $999 million.1 KRYSTEXXA®, our biologic for uncontrolled gout and our second key growth driver, also contributed to our results, with net sales of $406 million, up 19 percent year over year, despite the negative impact from COVID-19. Our record 2020 results were reflected in our one-, three- and five-year total shareholder returns of 102 percent, 401 percent and 238 percent, respectively, and significantly exceeded those of our peer group2 and the Nasdaq Biotechnology Index.

The success of TEPEZZA speaks to our signature strengths – our unparalleled commercial execution, our proven business development capabilities, our clinical development expertise and our dedicated employees. We acquired TEPEZZA in 2017 for $144 million upfront and additional royalties and milestones, and today project peak global annual net sales potential of more than $3.5 billion. After successfully completing the Phase 3 pivotal trial, we drove an accelerated regulatory review, culminating in the U.S. Food and Drug Administration (FDA) approval of TEPEZZA for the treatment of TED in January 2020, nearly two months ahead of schedule. The launch significantly exceeded our expectations, driven by our comprehensive market-preparation initiatives to drive awareness of TED, the very debilitating nature of TED, which strongly motivates patients to seek therapy, and the broad prescribing information for TEPEZZA. We continue to significantly invest to support strong growth of TEPEZZA over the long term: we doubled our TEPEZZA commercial and field-based organization by the end of 2020 and are expanding our marketing initiatives, including direct-to-consumer (DTC), as well as increasing our long-term supply capacity. We plan to establish TEPEZZA as a global medicine and continue our efforts to bring TEPEZZA to patients in international markets.

In December, due to U.S. government-mandated COVID-19 vaccine production orders, we experienced a disruption in the drug product manufacturing of TEPEZZA. Up to that point, we met the significantly higher demand, which was 23 times greater than our initial 2020 guidance. We initiated a comprehensive supply plan shortly after approval to increase TEPEZZA drug substance and drug product supply. However, given the U.S. government-mandated supply disruption, TEPEZZA supply was exhausted by the end of December. We have made good progress toward returning TEPEZZA to the market, working closely with the FDA and other government agencies to resolve the TEPEZZA shortage and hope to be able to provide patients with this life-changing medicine again soon.

With KRYSTEXXA, we advanced our immunomodulation strategy, which is focused on increasing the response rate so that more patients can benefit from the medicine. We completed enrollment in our MIRROR randomized controlled trial, which is evaluating the use of KRYSTEXXA plus methotrexate, the most commonly use immunomodulator, with results expected later this year. Real-world use of KRYSTEXXA plus immunomodulation continues to increase – now estimated at more than 35 percent of new patient starts. This is in great part due to the growing body of evidence supporting the approach, with data demonstrating response rates with methotrexate ranging between 79 percent and 100 percent, significantly higher than the 42 percent rate with KRYSTEXXA alone its Phase 3 clinical program. Use of KRYSTEXXA plus immunomodulation is one of the three key drivers of KRYSTEXXA growth, along with increasing adoption in new and existing accounts and accelerating growth in nephrology. This past January marked five years since we acquired KRYSTEXXA, and through our best-in-class execution, we transformed its growth trajectory, increasing annual net sales more than six-fold. We project peak U.S. annual net sales of more than $1.0 billion, impressive growth for a 10-year-old medicine.

A key strategic priority is building our development-stage pipeline for long-term growth, and we made significant progress here as well in 2020. In April, we acquired Curzion Pharmaceuticals, Inc. and its development-stage asset, which we renamed HZN-825. HZN-825, an LPAR1 antagonist, has shown early signs of clinical impact in several fibrotic diseases with significant unmet need. In 2021, we expect to initiate Phase 2b pivotal trials in two fibrotic diseases, diffuse cutaneous systemic sclerosis and idiopathic pulmonary fibrosis (IPF), both rare diseases with significant unmet medical need.

On January 31, 2021, we entered into an agreement to acquire Viela Bio, Inc. for $2.67 billion, net of Viela cash, which represents a significant step forward in strengthening Horizon’s position as a high-growth, innovation-driven biotech company. Viela has a deep, mid-stage biologics pipeline with four candidates currently in nine development programs for autoimmune and severe inflammatory diseases. Each candidate targets central pathways that are implicated in a wide range of autoimmune diseases, providing many avenues for potential growth. The acquisition would also add seasoned talent to our already strong research and development team, enhancing our earlier-stage translational capabilities as well as development expertise in immunology and autoimmune diseases. Finally, the transaction includes UPLIZNA®, a monoclonal antibody approved in June 2020 for the


Table of Contents

treatment of neuromyelitis optical spectrum disorder (NMOSD), a rare, severe, autoimmune disease that attacks the optic nerve, spinal cord and brain stem. Viela’s overall portfolio is highly complementary to our rare disease business and many of our therapeutic areas of focus, including ophthalmology and rheumatology. We expect the transaction to close by the end of the first quarter this year.

Our pipeline also includes programs to maximize the value of TEPEZZA and KRYSTEXXA. In 2020, we announced three new TEPEZZA clinical programs: TEPEZZA in chronic TED patients, subcutaneous dosing of TEPEZZA and a pilot study of TEPEZZA in the treatment of diffuse cutaneous scleroderma. For KRYSTEXXA, in addition to our MIRROR trial, our PROTECT trial in kidney transplant patients with uncontrolled gout and our shorter-infusion duration trial, we announced two new trials: KRYSTEXXA monthly dosing and KRYSTEXXA retreatment.

We continued to strengthen our capital structure in 2020, extinguishing our $400 million 2.50 percent exchangeable senior notes and completing an oversubscribed public offering of ordinary shares, which generated net proceeds of approximately $920 million. We ended 2020 with a very strong capital structure and liquidity position with cash and cash equivalents of $2.08 billion and total principal amount of debt outstanding of $1.018 billion.

Our exceptional progress is a result not only of the excellent execution of our strategy, it also is a function of our diverse and talented employees – and their dedication and commitment to making a difference in the lives of others. In 2020 in particular, with the challenges presented by the COVID-19 pandemic, I was very proud of the innovative approaches our employees developed to ensure we continued to serve patients, their caregivers and physicians – as well as our communities. Our highly engaged employees are the reason we continue to be recognized as a best workplace – receiving 13 workplace-related awards in 2020 alone, including six FORTUNE and Great Place to Work® workplace rankings, with many of them repeat awards. I believe the engagement of our employees also reflects the care we demonstrate for them. We took many steps in 2020 to address the challenges presented by the COVID-19 pandemic and ensure the health, safety and welfare of our employees, including providing a special one-time bonus and implementing a COVID-19 leave policy for affected employees or those of our medical professional employees who wished to assist with pandemic-related efforts. And we didn’t institute any furloughs or layoffs as a result of the pandemic; in fact, we added 330 new employees to the Horizon family.

COVID-19 wasn’t the only challenge in 2020. The multiple events during the year that underscored the persistence of racism and inequality spoke to us of the need to take action. While we know that racism is not solvable by one company, we can work to make a difference – and we are. We have taken additional steps to combat racism and foster a greater environment of inclusion. In addition to providing financial support to community organizations that are addressing racial inequality and racism, we arranged employee forums focused on uncomfortable conversations on bias. We also formalized our diversity talent program, aimed at promoting inclusive leadership behaviors and hiring and developing more diverse talent, and we named a chief diversity officer.

In summary, our impressive results in 2020 reinforce the value of our strategic execution on many fronts: commercial, clinical, regulatory, business development and talent. We have certainly come a long way since our initial public offering nearly 10 years ago in July 2011, when we had two medicines, annual sales of $7 million, no pipeline and a market capitalization of $77 million.3 Today Horizon is a leading, high-growth profitable biotech company with 2020 net sales of $2.2 billion, 11 on-market medicines, a growing pipeline, and a market capitalization of approximately $20 billion. Just as we have done every year, our sights are firmly fixed on the future. We remain highly focused on making a difference for patients, physicians and our communities through our innovative therapies and generating value for our employees and you, our shareholders.

You are cordially invited to attend our Annual General Meeting of Shareholders on Thursday, April 29, 2021, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland. Whether or not you plan to attend, it is important that your shares be represented and voted. Please take a moment now to vote your shares using the instructions found in the Notice of Internet Availability of Proxy Materials and in this Proxy Statement. Your vote is important, and we appreciate your continued support.

Sincerely,

LOGO

Timothy P. Walbert

Chairman, President and Chief Executive Officer

 

 

1 

In 2020, GAAP net income and non-GAAP net income were $390 million and $858 million, respectively. Non-GAAP net income and adjusted earnings before interest, taxes, depreciation and amortization and other amounts (adjusted EBITDA) are non-GAAP measures. We use and provide these non-GAAP financial measures so that our investors have a more complete understanding of our financial performance. In addition, these non-GAAP financial measures are among the indicators we use for planning and forecasting purposes and for measuring our financial performance. Please refer to the discussion of non-GAAP financial measures and the reconciliations thereof to GAAP measures beginning on page 122 of our Annual Report on Form 10-K for the year ended December 31, 2020, which discussion and reconciliations are incorporated herein by reference. | 2 The peer group used for total shareholder return calculations for the one- three- and five-year periods ended December 31, 2020 is our peer group shown on page 42. The total shareholder return table is shown on page 5. 3 Market capitalization as of December 31, 2011.


Table of Contents

LOGO

Horizon Therapeutics Public Limited Company

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2021

Dear Shareholder:

We will be holding the Annual General Meeting of Shareholders of Horizon Therapeutics Public Limited Company on Thursday, April 29, 2021, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland for the following purposes:

 

  1.

Proposal 1: To elect, by separate resolutions, the three nominees for Class I directors named herein to hold office until the 2024 Annual General Meeting of Shareholders.

 

  2.

Proposal 2: To approve the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021, and to authorize the Audit Committee of our Board of Directors (Board) to determine the auditors’ remuneration.

 

  3.

Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement.

 

  4.

Proposal 4: To authorize us and/or any of our subsidiaries to make market purchases or overseas market purchases of our ordinary shares.

 

  5.

Proposal 5: To approve the Amended and Restated 2020 Equity Incentive Plan.

 

  6.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board recommends that you vote FOR each of the nominees for director named herein and FOR Proposals 2, 3, 4 and 5. The accompanying Proxy Statement contains additional information and should be carefully reviewed by shareholders.

Our Irish statutory financial statements for the fiscal year ended December 31, 2020, including the reports of the directors and statutory auditors thereon, will be presented at the Annual General Meeting. There is no requirement under Irish law that such statements be approved by the shareholders and no such approval will be sought at the Annual General Meeting.

For the purposes of our Articles of Association, Proposals 1 and 2 and the receipt and consideration of the Irish statutory financial statements by us at the Annual General Meeting are deemed to be ordinary business and Proposals 3, 4 and 5 are deemed to be special business. The Annual General Meeting will also include a review of the Company’s affairs. Shareholders of record as of February 24, 2021, the record date for the Annual General Meeting, are entitled to notice of the Annual General Meeting and to vote at the Annual General Meeting or any adjournment or postponement thereof.

As permitted by the U.S. Securities and Exchange Commission, we are making this Proxy Statement and Horizon’s Annual Report to shareholders available to our shareholders electronically through the internet, accessible at http://materials.proxyvote.com/G46188 and also on the Annual Reports/Proxy Statements page of our website at www.horizontherapeutics.com. We believe this electronic distribution model, known as Notice and Access, provides our shareholders a convenient and expedited method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the environmental impact of our Annual General Meeting. In addition, it reduces the costs of printing and distributing the proxy materials.

By Order of the Board of Directors

 

LOGO

Jennifer T. Lee

Company Secretary

Dublin, Ireland

                , 2021


Table of Contents

If you are a shareholder of record on February 24, 2021, you are cordially invited to attend the Annual General Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

We are closely monitoring developments related to COVID-19. It could become necessary to change the date, time, location and/or means of holding the Annual General Meeting (including by means of remote communication). If such a change is made, we will announce the change in advance, and details on how to participate will be issued by press release, posted on our website and filed as additional proxy materials.

 

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.

 


Table of Contents

TABLE OF CONTENTS

 

PROXY STATEMENT SUMMARY

     1  

KEY ESG FACTORS

     9  

SUMMARY OF VOTING ITEMS

     11  

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

     13  

PROPOSAL 1—ELECTION OF DIRECTORS

     18  

THE BOARD OF DIRECTORS AND ITS COMMITTEES

     23  

Overview

     23  

Independence of the Board of Directors

     23  

Code of Conduct and Ethics

     23  

Board Leadership Structure

     23  

Role of the Board in Risk Oversight

     24  

Director Assessment and Board Refreshment

     24  

Director Selection

     25  

Diversity Policy

     26  

Executive Management Succession Planning

     26  

Committees of the Board of Directors

     26  

Shareholder Communications with the Board of Directors

     29  

NON-EMPLOYEE DIRECTOR COMPENSATION

     30  

EXECUTIVE OFFICERS

     33  

COMPENSATION DISCUSSION AND ANALYSIS

     36  

Executive Summary

     37  

Objectives and Philosophy

     40  

Compensation Determination Process

     41  

Elements of Executive Compensation

     42  

Additional Compensation Policies and Practices

     55  

EXECUTIVE COMPENSATION

     59  

Summary Compensation Table

     59  

Grants of Plan-Based Awards

     61  

Pay Ratio

     64  

Outstanding Equity Awards at December 31, 2020

     65  

Option Exercises and Stock Vested

     67  

Pension Benefits

     67  

Nonqualified Deferred Compensation

     67  

Potential Payments Upon Termination or Change-in-Control

     68  

EQUITY COMPENSATION PLAN INFORMATION

     71  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     73  

Policies and Procedures for Transactions with Related Persons

     73  

Certain Related-Person Transactions

     73  
PROPOSAL 2—APPROVE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS’ REMUNERATION      75  

PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

     76  
PROPOSAL 4—AUTHORIZE US AND/OR ANY OF OUR SUBSIDIARIES TO MAKE MARKET PURCHASES OR OVERSEAS MARKET PURCHASES OF OUR ORDINARY SHARES      77  

PROPOSAL 5—APPROVE THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

     78  

OTHER INFORMATION

     89  

Security Ownership of Certain Beneficial Owners and Management

     89  

Householding of Proxy Materials

     90  

Shareholder Proposals

     91  

Presentation of Irish Statutory Financial Statements

     91  

Special Note Regarding Forward-Looking Statements

     92  

OTHER MATTERS

     93  


Table of Contents
Index of Frequently Requested Information      Page  

2020 Executive Compensation at a Glance

     43  

2020 Pay-for-Performance Overview

     39  

Board Refreshment

     24  

Board Leadership Structure

     23  

Board Meeting Attendance

     23  

Clawback Policy

     56  

Code of Conduct and Ethics

     23  

Compensation Consultant

     41  

Corporate Governance Highlights

     6  

Director Assessment

     24  

Director Biographies

     18  

Director Compensation

     30  

Director Independence

     23  

Director Selection / Qualifications

     25  

Diversity Policy

     26  

Environmental, Social and Governance (ESG)

     9  

Executive Compensation Overview

     7  

Executive Officers

     33  

Executive Share Ownership Guidelines

     55  

Hedging and Pledging Policies

     56  

Independent Accountant Fees

     75  

Majority Voting for Directors

     18  

Peer Group Companies

     42  

Related Party Transactions

     73  

Risk Oversight

     24  

Severance Benefits

     57  

Shareholder Communications with the Board

     29  

Shareholder Engagement

     8  

Shareholder Proposals and Director Nominations for the 2020 Annual General Meeting

     91  

Succession Planning

     26  

Summary of Voting Items and Board Recommendations

     11  

Total Shareholder Return

     5  

Year at a Glance

     2  


Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2020 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2020 and our subsequent filings with the Securities and Exchange Commission (SEC).

 

 
Meeting and Voting Information
   
Time and Date:       3:00 p.m. local time on April 29, 2021
   
Place:       Our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
   
Record Date:       February 24, 2021
   
How to Vote:        

Shareholders as of the record date are entitled to vote and may do so in person at the Annual General Meeting.

 

You may also vote by electronic proxy by:

•   voting your shares over the internet by going to www.proxyvote.com and using the instructions found in the Notice that will be mailed to shareholders on or about March 17, 2021; or by

•   voting your shares by telephone at +1.800.690.6903 within the United States, U.S. territories or Canada using a touch-tone phone and following the recorded instructions.

 

Alternatively, you may request a printed set of the materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the provided postage-paid envelope should you request a printed copy. Instructions on how to request a printed set of the proxy materials may be found in the Notice.

 

Voting Items and Board Recommendations

 

     

Proposal

   Page
Number
   Board
  Recommendations  

1

   Election of Directors    18    FOR All Nominees

2

   Approval of the Appointment of Independent Registered Public Accounting Firm and Authorization of the Audit Committee to Determine the Auditors’ Remuneration    75    FOR

3

   Approval, on an Advisory Basis, of Executive Compensation    76    FOR

4

   Authorization to Make Market Purchases or Overseas Market Purchases
of Our Ordinary Shares
   77    FOR

5

   Approval of the Amended and Restated 2020 Equity Incentive Plan    78    FOR

Director Nominees and Continuing Directors

 

           

Name

  Age     Director
Since
    Principal Position   Independent     Other Current
Public Boards
 

2021 Director Nominees:

         

William F. Daniel

    68       2014     Chairman, Malin Corporation plc     Yes       1  

H. Thomas Watkins

    68       2014     Chairman, Vanda Pharmaceuticals Inc.     Yes       1  

Pascale Witz

    54       2017     Director, PerkinElmer, Inc.     Yes       3  

Continuing Directors:

         

Michael Grey

    68       2011     Chairman, Mirum Pharmaceuticals, Inc.     Yes       4  

Jeff Himawan, Ph.D.

    55       2007     Managing Director, Essex Woodlands Health Ventures, L.P.     Yes       1  

Susan Mahony, Ph.D.

    56       2019     Director, Zymeworks Inc.     Yes       3  

Gino Santini

    64       2012     Director, Intercept Pharmaceuticals, Inc.     Yes       3  

James Shannon, M.D.

    64       2017     Chairman, MannKind Corporation     Yes       2  

Timothy P. Walbert

    53       2008     Chairman, President and Chief Executive Officer, Horizon Therapeutics plc     No       2  

 

Horizon  |  Proxy Statement 1


Table of Contents

2020—Year at a Glance

Record Net Sales and Strong Shareholder Returns

 

LOGO

 

(1)

Adjusted EBITDA is a non-GAAP measure. Please refer to the discussion of non-GAAP financial measures and the reconciliations to GAAP measures beginning on page 122 of our Annual Report on Form 10-K for the year ended December 31, 2020.

Except for 1-, 3- and 5-year total shareholder return, growth percentages represent comparison to full-year 2019.

TSR: Total shareholder return through December 31, 2020. | NBI: Nasdaq Biotechnology Index.

A Banner Year for Horizon

 

 

Strong Strategic

Execution

      

•  Executed on our strategy to expand our pipeline for sustainable, long-term growth and maximize the value of our on-market medicines, particularly our growth drivers TEPEZZA and KRYSTEXXA, despite the negative impact of the COVID-19 pandemic

 

 

TEPEZZA

Our highly successful

growth driver biologic

for Thyroid Eye Disease

      

 

•  Launched TEPEZZA, the only approved medicine for Thyroid Eye Disease (TED), shortly after we received expedited FDA approval in January 2020, nearly two months before the targeted action date

 

  

•  One of the most successful rare-disease-medicine launches ever

 

  

•  Announced results of the OPTIC-X extension trial and the OPTIC 72-week off-treatment follow-up period; underscore the long-term durability of TEPEZZA, potential for retreatment and efficacy in patients with longer disease duration

 

  

•  Announced investment in expansion of TEPEZZA field organization, marketing initiatives, supply capacity and international markets to support continued strong growth

 

 

KRYSTEXXA

Our high-growth

biologic for

uncontrolled gout

      

 

•  Completed enrollment of MIRROR immunomodulation randomized controlled trial evaluating use of KRYSTEXXA plus methotrexate to increase the response rate; results expected in 2021

 

  

•  Announced MIRROR open-label trial results: 79% of patients achieved a complete response; adds to growing body of evidence supporting immunomodulation with KRYSTEXXA, with response rates for methotrexate, the most commonly used immunomodulator, between 79% and 100%, significantly higher than the 42% achieved in the Phase 3 program; real-world adoption increasing

  

•  Initiated shorter infusion duration trial

 

 

 

Our Pipeline

Our top strategic

priority for long-term

growth

      

 

•  Acquired Curzion Pharmaceuticals and its LPAR1 antagonist candidate HZN-825; we plan to initiate Phase 2b pivotal trials in diffuse cutaneous systemic sclerosis and idiopathic pulmonary fibrosis in 2021

 

  

•  Announced global collaboration agreement with Halozyme for exclusive access to its drug-delivery technology for use in a subcutaneous TEPEZZA formulation

 

  

•  We now have four new trials designed to maximize the value of TEPEZZA and KRYSTEXXA for patients

 

  

•  In January 2021, entered into an agreement to acquire Viela Bio; adds a deep, mid-stage biologics pipeline with four candidates in nine development programs, a highly talented team with early-stage development and transactional capabilities and a recently approved biologic for a rare disease

 

 

 

Our Capital

Structure

Supporting our

Strategic Initiatives

 

      

 

•  Completed extinguishment of all $400 million of our exchangeable senior notes due 2022

 

  

•  Completed a public offering of ordinary shares, raising approximately $920 million in net proceeds

 

  

•  These and other initiatives we’ve undertaken since 2019 give us the flexibility to take advantage of the business development opportunities, such as the recently announced Viela Bio transaction

 

 

Our Purpose

Helping build healthier communities, urgently

and responsibly

    

 

•  Took steps to combat racism and foster inclusion, donating $500,000 to community organizations that are addressing racial inequality and racism, and $1 million to endow scholarships for students of color; instituted diversity and inclusion efforts within Horizon designed to foster allyship within the organization

 

  

•  Supported our employees during the COVID-19 pandemic, providing a one-time bonus, instituting a COVID leave policy, creating multiple caregiver support groups; made no furloughs or layoffs

 

  

•  Provided more than $3.7 million in financial donations to support COVID-19 response efforts

 

  

•  Continued to demonstrate high employee engagement, receiving 13 best workplace awards

 

 

Horizon  |  Proxy Statement 2


Table of Contents

Business Overview

Horizon at a Glance

 

LOGO

 

(1)

Horizon estimate of TEPEZZA and KRYSTEXXA peak U.S. annual net sales of greater than $3B and greater than $1B, respectively, and TEPEZZA ex-U.S. estimate of greater than $500M peak annual net sales.

(2)

Uses 2015 net sales and adjusted EBITDA and 2020 net sales and adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Please refer to the discussion of non-GAAP financial measures and the reconciliations to GAAP measures beginning on page 122 of our Annual Report on Form 10-K for the year ended December 31, 2020.

(3)

Total shareholder return (TSR) at December 31, 2020; our peer group is shown on page 42.

What Sets Us Apart

 

LOGO

KRYSTEXXA exemplifies our excellence in commercial execution. An underperforming and undervalued medicine when we acquired it in 2016, we transformed its growth trajectory to help significantly more patients with uncontrolled gout and increased its annual net sales more than six-fold. We project more than $1 billion in peak U.S. annual net sales for KRYSTEXXA, impressive growth for a 10-year-old medicine.

We have a long and successful track record in business development (BD). TEPEZZA is an excellent example of significant value creation we have created for our shareholders through BD. We acquired TEPEZZA for an upfront payment of approximately $144 million plus milestones in 2017, and in 2020, its launch year, TEPEZZA achieved net sales of $820 million, despite the negative impact of the COVID-19 pandemic.

An example of our strong clinical development capability is the execution of the TEPEZZA Phase 3 clinical program and early regulatory approval. We continue to maximize value for patients through our immunomodulation strategy for KRYSTEXXA, which has produced impressive results in completed studies – almost double the response rate of the KRYSTEXXA Phase 3 program, which means more patients may benefit from the medicine.

 

Horizon  |  Proxy Statement 3


Table of Contents

Our Pipeline: A Top Strategic Priority to Drive Long-Term Growth

Building a robust pipeline, primarily through business development, is a top strategic priority for us. We are focused on rare diseases and attractive therapeutic areas, including rheumatology, nephrology, endocrinology and ophthalmology, and we continued to expand the pipeline in 2020. With the April 2020 acquisition of Curzion Pharmaceuticals, we added development-stage candidate HZN-825, an oral selective LPAR1 antagonist that has shown early signs of clinical impact in fibrotic diseases. We intend to launch two pivotal Phase 2b trials in HZN-825 in 2021, one in diffuse cutaneous systemic sclerosis and the other in idiopathic pulmonary fibrosis, an interstitial lung disease indication. Both indications represent high unmet medical needs. On January 31, we entered into an agreement to acquire Viela Bio, which would further expand our pipeline with the addition of four development candidates in nine development programs, in addition to adding early-stage research and translational capabilities to our already strong R&D organization with Viela’s highly talented R&D team – strengthening our position as a leading, innovation-driven biotech company.

 

LOGO

 

Expected

to initiate in 2021. (1) Being developed under a collaboration agreement with XL Protein GmbH.

MIRROR: Trial evaluating the use of KRYSTEXXA in combination with methotrexate to increase the response rate. | PROTECT: Trial evaluating the effect of KRYSTEXXA on serum uric acid levels in kidney transplant patients with uncontrolled gout. | OPTIC-X: Open-label extension trial of Phase 3 trial evaluating TEPEZZA for the treatment of Thyroid Eye Disease. | IPF: Idiopathic pulmonary fibrosis. | TED: Thyroid Eye Disease

TEPEZZA: One of the Most Successful Rare Disease Medicine Launches Ever

We launched TEPEZZA, our biologic indicated for the treatment of Thyroid Eye Disease (TED), with tremendous success shortly after receiving FDA approval in January 2020 for the treatment of TED. TED is a rare, serious, progressive and vision-threatening autoimmune disease that significantly impacts patients and their quality of life. Overexpression of the insulin-like growth factor-1 receptor (IGF-1R) results in inflammation and expansion of the muscles and fatty tissue behind the eye, which can lead to proptosis, or eye bulging and other eye symptoms, such as diplopia, or double vision, and pain. With its broad label, TEPEZZA is indicated for all TED patients, including those with acute TED, the initial inflammatory phase, and chronic TED, when the disease is no longer changing but the debilitating symptoms may remain.

TEPEZZA is a fully human monoclonal antibody (mAb) and a targeted therapy that blocks IGF-1R, reducing proptosis – and it is the only medicine approved for the treatment of TED. Since the treatment path was not well defined before TEPEZZA, we invested in considerable market preparation initiatives in 2019 to drive awareness of TED in the medical and patient community and to establish a pathway for treatment. Our pre-launch initiatives proved highly effective: the launch of TEPEZZA significantly exceeded expectations, quickly becoming one of the most successful rare-disease-medicine launches ever. To drive continued strong growth and adoption, we’re investing in multiple TEPEZZA expansion efforts: our U.S. commercial and field-based organization, which we have doubled to approximately 200 employees; our marketing initiatives; our long-term supply capacity; and our expansion efforts in multiple geographies outside the United States. TEPEZZA embodies our vision in action – making the world a better place through innovative medicines for patients with unmet needs – and it represents a significant growth opportunity with our projection for peak TEPEZZA global annual net sales of more than $3.5 billion.

 

Horizon  |  Proxy Statement 4


Table of Contents

Total Shareholder Return

Our disciplined approach, clear strategy, business development capabilities and strong commercial, R&D and regulatory execution have resulted in strong returns for our shareholders. We continued to outperform both our peer group and the NBI, generating significant total shareholder return (TSR) over the one-, three- and five-year periods ended December 31, 2020. With our growing pipeline, our key growth driver medicines TEPEZZA and KRYSTEXXA, and our durable base of rare disease medicines, we believe Horizon is well positioned for sustainable long-term growth.

Our Total Shareholder Return Significantly Surpassed Our Peers and NBI

1, 3- and 5-Year Periods

 

LOGO

Note: The peer group used for the TSR calculations for the 1-, 3- and 5-year periods ended December 31, 2020 is our peer group shown on page 42.

Board Highlights

The Nominating and Corporate Governance Committee of our Board examines multiple factors when evaluating directors, including their knowledge, skills and experience, including experience in our industry and with respect to clinical development, business, finance, management and public service. The Committee believes in an expansive definition of diversity that includes differences of experience, education, talents, geography, gender and race, among other things. The table below highlights the extensive experience of our directors as well as the balance of skills on our Board:

 

LOGO

 

Horizon  |  Proxy Statement 5


Table of Contents

Our Board is predominantly independent and includes a range of expertise, experience, diversity, as well as newer and longer-tenured directors. As is set forth in its diversity policy, the Board values diversity, and believes that maintaining a diverse membership enhances the Board’s deliberations and enables it to better represent all of Horizon’s constituents. As such, the Nominating and Corporate Governance Committee works to ensure that the Board represents a diversity of experience and perspectives, as well as race, gender, geography and areas of expertise. A strong, annual director assessment process has resulted in periodic refreshment, enhancing the Board’s effectiveness. As a result of the assessment process, since 2017, two prior directors did not stand for re-election and three new directors joined the Board. Board committee memberships are also refreshed periodically.

 

LOGO

Corporate Governance Highlights

 

       

Independent Oversight

 

        

Continuous Improvement

 

     
     

•    Eight of our nine directors are independent

 

•    All Board committees are composed solely of independent directors

 

•    Lead independent director with clearly delineated duties

 

•    Diverse Board in terms of experience, education and talents supported by the Board’s diversity policy

 

     

•    Annual Board and committee self-evaluations

 

•    Risk oversight by the Board and committees

 

•    Ongoing shareholder engagement efforts

    
       

Strong Governance Practices

 

        

Shareholder Rights

 

     
     

•    Regular executive sessions of independent directors

 

•    Independent compensation consultant reporting directly to the Compensation Committee

 

•    Board and committees may engage outside advisors independently of management

 

•    Share ownership guidelines for directors and executive officers

 

•    Annual advisory shareholder vote on executive compensation

 

•    Incentive compensation recoupment “clawback” policy

 

•    One-year holding period post-issuance on all post-2017 equity grants for executive officers

 

       

•    Majority voting for elections of directors

 

•    Shareholder ability to call extraordinary general meeting

 

•    Directors may be removed by ordinary resolution with majority vote of the shareholders

 

•    No blank check preferred stock issuance without shareholder approval

    

 

Horizon  |  Proxy Statement 6


Table of Contents

Executive Compensation Overview

Our executive compensation program emphasizes three major pay considerations: long-term performance, executive and shareholder alignment and risk mitigation. Here is how we currently achieve them:

 

 

Pay Considerations

Long-Term
Performance
   Executive and Shareholder
Alignment
   Risk Mitigation
   
What We Do   What We Don’t Do

•    Align executive compensation with corporate and individual performance

 

•    Maintain strong share ownership guidelines for our directors and executives

 

•    Maintain appropriate balance between short- and long-term compensation, which discourages short-term risk-taking at the expense of long-term results

 

•    Seek annual shareholder advisory approval on our executive compensation

 

•    Engage an independent advisor reporting directly to the Compensation Committee

 

•    Apply anti-pledging and anti-hedging policy for our shares

 

•    Cap short- and long-term incentive payouts

 

•    Require a one-year holding period post-issuance on all post-2017 equity grants for executive officers

 

•    Apply an incentive compensation recoupment “clawback” policy

 

•    Conduct annual compensation risk assessments

 

•    Actively engage with our shareholders

 

 

•    No guaranteed bonuses or salary increases

 

•    No repricing of stock options without shareholder approval

 

•    No dividends or dividend equivalents paid on unearned shares

 

•    No named executive officer excise tax gross-ups

With a strategic focus on growing the business over the long term, it is imperative that our executive compensation program motivates our talented management team in such a manner as to encourage – and reward – successful execution of this business strategy. We utilize the following compensation elements to achieve this:

 

       
Element    Form    Performance
Period
   Objective
Base Salary    Cash
(fixed)
   N/A   

•    Recognition of an individual’s role and responsibilities

 

•    Provides competitive pay for retention purposes

Short-Term Incentive    Cash
(variable)
   Annual   

•    Variable pay designed to reward achievement of annual financial and strategic objectives and individual goals

Long-Term Incentives   

PSU Awards
(variable)

 

RSU Awards

(variable)

   Multi-year

or Annual

 

N/A

  

•    Promotes an ownership culture

 

•    Aligns the interests of executives with those of shareholders

 

•    Provides meaningful incentives for management to execute on longer-term financial and strategic goals that drive shareholder value creation and support our retention strategy

 

Please see our Compensation Discussion and Analysis on page 36 for additional information on our compensation philosophy.

 

Horizon  |  Proxy Statement 7


Table of Contents

Shareholder Engagement

We value the views of our shareholders. During the outreach we conduct each year, generally led by the chairman of our Compensation Committee, we have had significant and meaningful dialogue with our shareholders regarding our compensation and governance. Feedback from our outreach informs the Compensation Committee’s thinking when evaluating our current compensation program and considering potential modifications going forward.

Changes to our compensation program and corporate governance over the past several years that were heavily influenced by shareholder feedback include:

 

   

Balance between short-term and long-term performance metrics. Shareholder feedback informed our decision to combine both a short-term business performance metric and long-term relative TSR metric for the performance share unit (PSU) awards granted as part of our annual long-term incentive plan. We have continued to use performance-based equity compensation in our annual long-term incentive plan, influenced by feedback from our on-going engagement with shareholders regarding executive compensation. In addition, beginning in 2021, our PSU design will include longer-term (two- or three-year) performance periods across all PSU performance goal components. We are making this change to avoid potential duplication of the performance goals for our annual bonus plan and in line with feedback received from shareholders during our outreach.

 

   

Board diversity. Diversity is an important principle for us at Horizon as it is for many of our investors. Given that our business and operations are diverse and global in nature, our Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing potential candidates, including diversity of experience and perspectives as well as gender, race, geography and areas of expertise, as well as adhering to our Board’s diversity policy, which is posted on our website. We have further diversified our Board over the past several years, including the addition in 2019 of Susan Mahony, Ph.D., who brings more than three decades of broad cross-functional and global pharmaceutical experience to the Board, and the addition in 2017 of Pascale Witz, with her extensive global healthcare management experience and James Shannon, M.D., with his significant clinical development and management experience.

 

   

Incentive compensation recoupment policy. This policy enables us to recover performance-based cash and equity compensation if it is determined not to have been earned by our executive officers, in the event of restatement of financial results.

 

   

Annual long-term incentive grants. Our philosophy on granting equity has changed as a result of shareholder feedback. In January 2018, we shifted from “front-loaded” awards covering a multi-year period to regular, annual grants of long-term incentives.

During our shareholder engagement cycle before our Annual General Meeting in April 2020, we offered engagement opportunities to shareholders who represented approximately 60 percent of our shares outstanding. Our shareholders appreciated the outreach and the feedback from this engagement was very positive. At our 2020 Annual General Meeting of Shareholders, our say-on-pay proposal received the support of 96 percent of the shares voted. We believe this high level of support is a result of our comprehensive shareholder outreach and engagement program to solicit feedback, understand investor viewpoints and incorporate their feedback into future evaluations of our compensation programs.

In early 2021, during our shareholder engagement cycle before our upcoming Annual General Meeting in April, we offered engagement opportunities to shareholders who represented approximately 60 percent of our shares outstanding and are in the process of conducting calls with those shareholders who expressed interest.

In addition to our outreach on compensation and governance, we have also engaged with shareholders on environmental, social and governance (ESG) matters. We started this outreach in the summer of 2019, discussing ESG factors and matters of interest to our shareholders. The feedback we have received has informed and enhanced our ESG disclosures and initiatives.

We greatly value the dialogue we have with our shareholders and remain committed to continued engagement going forward.

 

Horizon  |  Proxy Statement 8


Table of Contents

Fostering a Sustainable Future for Horizon, Our Stakeholders and Communities: Key ESG Factors

Making a difference is ingrained in our corporate culture and integral to our purpose – we go to incredible lengths at Horizon to impact lives and make the world a better place. What we do extends beyond the innovative medicines we deliver; we support patients and their caregivers, physicians, advocacy groups, our communities and beyond. We know that our efforts contribute not just to Horizon’s long-term success and sustainability but also to the broader world. Key environmental, social and governance (ESG) factors we believe strongly support Horizon’s long-term sustainability include:

 

   

Our

Governance

  

We employ strong corporate governance principles and practices.

•    Our Board of Directors is predominantly independent with a balance of skills and experience and an emphasis on independent oversight and continuous improvement.

 

•    Our Board is diverse in experience, education, talents, gender and race.

 

•    We employ an annual director assessment process that has resulted in Board refreshment, with two directors not standing for re-election and three directors joining the Board since 2017.

 

•    We are committed to frequent and active shareholder engagement with a regular outreach program. Shareholder feedback has influenced improvements to our governance, compensation programs and ESG disclosure.

 

•    The Board actively considers matters of sustainability, with particular focus on key ESG factors important to Horizon’s sustainability.

 

    Our Purpose and    

Our Focus on

Ethics and

Integrity

  

Our purpose is to build healthier communities, urgently and responsibly.

•    Underscoring all we do is our dedication to making the world a better place. Ours is a culture of commitment to making a difference by developing and marketing medicines, supporting patient advocacy efforts, combatting racism and fostering inclusion, and giving back to the community.

 

•    Integrity, honesty and doing the right thing are integral to everything we do at Horizon. Through our core values of growth, accountability and transparency, we work to better the lives of patients and the communities where we work, live and serve.

 

•    We value the trust and reputation behind Horizon’s name and promote high standards of integrity, conducting our affairs in an honest and ethical manner, supported by our strong ethics and compliance leadership.

 

•    We are committed to upholding anti-bribery and anti-money laundering laws in all markets in which we operate and do business.

 

•    An independent assessment by Deloitte in 2019 found that our ethics and compliance (E&C) program exceeds the core element requirements of an E&C program, with a variety of unique enhancements that make our program particularly effective.

 

•    We took steps in 2020 to combat racism and foster inclusion, donating $500,000 to community organizations that are addressing racial inequality and racism and $1 million in scholarship endowments for students of color and economically disadvantaged students.

 

•    Horizon is a proud member of Pledge 1%, a movement empowering companies to donate 1% of product, 1% of equity, 1% of profit or 1% of employee time to improve communities around the world.

 

Access to

Medicines and

Our
Patient-Centric
Focus

  

We make health a priority, not a privilege.

•    We work to ensure that patients have access to our medicines, regardless of their ability to pay. We supported patients in 2020 with almost $900 million in assistance, approximately 22 percent of our gross sales.

 

•    Patients are at the heart of everything we do. We’re committed to improving lives by identifying and bringing innovative medicines to market that address unmet medical needs. And we support patients through the entire patient journey.

 

•    We actively partner with 100-plus patient advocacy groups to raise awareness for many underrepresented diseases and advocate for patients and their communities. We also run RAREis, our rare disease awareness initiative.

 

•    We donated more than $3.7 million financial support in 2020 for COVID-19 response efforts. More than $1 million of this was provided to advocacy organizations in 2020 to support COVID-19 relief initiatives for people living with rare and rheumatic diseases.

 

Horizon  |  Proxy Statement 9


Table of Contents
   

Our Engaged,     Award-Winning     Employees

and Corporate Culture

  

For us it’s personal – we want to make a difference and are consistently recognized for our engaged employees.

•    We are consistently recognized as a best workplace in multiple categories, demonstrating a high level of employee engagement, receiving 13 workplace recognitions in 2020.

 

•    We significantly outscore average biotech companies in employee loyalty and engagement when comparing to benchmarks of a leading consultant firm.

 

•    Our commitment to inclusion, diversity, equity and allyship starts at the top. Horizon’s chairman, president and chief executive officer Timothy P. Walbert was one of the first signatories of the CEOAction for Diversity and Inclusion pledge. We believe that people with different backgrounds and life experiences fuel innovation and success. Our strong emphasis on an inclusive culture influences how we recruit employees and treat one another.

 

•    In 2020, we introduced RiSE, a strategic program to further embed inclusion, diversity, equity and allyship throughout Horizon with 20-plus volunteer employee leaders working together in diverse working groups. We formalized our diversity talent program, aimed at promoting inclusive leadership behaviors and hiring and developing more diverse talent. We also dedicated a Horizon employee to a one-year external fellowship for the CEO Action for Racial Equity Initiative.

 

•    At all levels of our employee population, the percentage of women is above industry standards.

 

•    We demonstrate gender and ethnicity pay equality, as per a 2019 study by Aon.

 

Our Product

Supply Chain

  

We work stringently to ensure the safety and quality of our medicines.

•    We work with highly reputable contract manufacturing organizations (CMOs) of global stature for the manufacturing and testing of our products.

 

•    More than 120 team members oversee the quality, compliance and disposition of our medicines.

 

•    We have a robust oversight program with a fully documented quality management system in place to direct and control all product quality activities.

 

•    We periodically conduct CMO/vendor audits, measuring performance against quality, compliance, process and delivery standards and take action to improve unsatisfactory performance.

 

•    In 2021 we are starting an assessment of our CMOs’ employment practices.

 

•    We provide a support line on our website for pharmacovigilance and patient support.

 
Minimizing Environmental Impacts   

We aim to conduct our business in a responsible way that minimizes environmental impacts.

•    Our new Deerfield, Illinois campus is LEED Gold certified.

 

•    We will be relocating our global headquarters in Dublin to a near-zero-emission building being constructed to LEED Gold standard; relocation is planned for 2021.

 

•    We are committed to furthering sustainable practices across our business, including minimizing and, if practicable, eliminating the use of any substance or material that may cause environmental damage; reducing waste generation and disposing of all waste through safe and responsible methods; minimizing environmental risks by employing safe technologies and operating procedures; and being prepared to respond appropriately to accidents and emergencies.

Horizon Is Consistently Recognized as a Best Place to Work

 

LOGO

 

Horizon  |  Proxy Statement 10


Table of Contents

Summary of Voting Items and Board Recommendations

 

 
Proposal 1: Election of Directors

We are asking our shareholders to vote, by separate resolutions, on the election of each of the following Class I directors to hold office until the 2024 Annual General Meeting of Shareholders:

•    William F. Daniel

•    H. Thomas Watkins

•    Pascale Witz

 

Each of the nominees listed is currently one of our directors who was nominated for election by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Our Board believes that each nominee has the specific experience, qualifications, attributes and skills to serve as a member of the Board. Detailed information about each nominee can be found beginning on page 18.

   The Board of Directors recommends a vote “FOR” each of the nominees.
   A majority of votes cast are required for approval
   See page 18.

 

 
Proposal 2: Appointment of Independent Registered Public Accounting Firm and Authorization of the Audit Committee to
Determine the Auditors’ Remuneration

Our statutory auditor is PricewaterhouseCoopers (Ireland). We are asking our shareholders to:

•    approve the appointment of PricewaterhouseCoopers LLP (United States) (PricewaterhouseCoopers) as our independent registered public accounting firm for the year ending December 31, 2021; and

•    authorize the Audit Committee of our Board to determine the remuneration of our independent registered public accounting firm and our statutory auditor.

   The Board of Directors recommends a vote “FOR” this proposal.
   A majority of votes cast are required for approval
   See page 75.

 

 
Proposal 3: Approval, on an Advisory Basis, of Executive Compensation

We are asking our shareholders for advisory approval of our named executive officers’ compensation. Our Compensation Committee’s philosophy continues to be based on attracting and retaining top talent with experience in building and leading a successful biotech company, while providing competitive compensation and benefits packages that create a direct, meaningful link between business results and compensation opportunities. In doing so, we believe we can align interests of management, employees and shareholders to set priorities and focus on executing our long-term business strategy.

 

Our executive compensation program is aligned with our business strategy and priorities. We align our executive officers’ interests with our shareholders’ interests by rewarding our executive officers for both current and longer-term performance, measured both by financial performance and milestones for the advancement of our long-term development programs and strategic initiatives.

   The Board of Directors recommends a vote “FOR” this proposal.
   A majority of votes cast are required for approval
   See page 76.

 

 
Proposal 4: Authorization to Make Market Purchases or Overseas Market Purchases of our Ordinary Shares

Consistent with prior years, we are asking our shareholders to authorize us, or any of our subsidiaries, to make open market purchases of up to 10 percent of our issued ordinary shares as of December 31, 2020.

 

If adopted, the authority will expire at the close of business on October 29, 2022, unless renewed at the 2022 Annual General Meeting of Shareholders.

 

Such purchases would be made only at price levels the Board considers to be in the best interest of shareholders generally, after taking into account our overall financial position.

   The Board of Directors recommends a vote “FOR” this proposal.
   A majority of votes cast are required for approval
   See page 77.

 

Horizon  |  Proxy Statement 11


Table of Contents
 
Proposal 5: Approval of the Amended and Restated 2020 Equity Incentive Plan

We are asking our shareholders to vote on a proposal to approve the amended and restated 2020 Equity Incentive Plan (Amended 2020 EIP). We are seeking shareholder approval of the Amended 2020 EIP and an increase the number of ordinary shares available for the grant of equity awards to our employees by an additional 7,000,000 shares.

 

The Amended 2020 EIP will allow us to continue using a broad array of equity incentives and performance cash incentives in order to secure and retain the services of employees of Horizon and its subsidiaries and to provide long-term incentives that align the interests of employees with the interests of our shareholders.

   The Board of Directors recommends a vote “FOR” this proposal.
   A majority of votes cast are required for approval
   See page 78.

 

Horizon  |  Proxy Statement 12


Table of Contents

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

This Proxy Statement contains important information regarding the Annual General Meeting of Shareholders, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and voting procedures. You are invited to attend the Annual General Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares.

Why did I receive a notice regarding the availability of proxy materials on the internet?

We have sent you a Notice of Internet Availability of Proxy Materials (the Notice) because our Board is soliciting your proxy to vote at the Annual General Meeting, including at any adjournments or postponements of the meeting. As permitted by the U.S. Securities and Exchange Commission, we are making this Proxy Statement, Horizon’s Annual Report to shareholders, and our Irish statutory financial statements available to our shareholders electronically via the internet. We believe that using this form of distribution provides a convenient and expedited method for our shareholders to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the environmental impact of our Annual General Meeting. In addition, it reduces the costs of printing and distributing the proxy materials. Accordingly, we have sent a Notice to our shareholders of record. All shareholders can access the proxy materials on the website referred to in the Notice or may request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a print or email copy may be found in the Notice. We intend to mail the Notice on or about March 17, 2021 to all shareholders of record as of February 24, 2021, who are entitled to vote at the Annual General Meeting.

How do I attend the Annual General Meeting?

The meeting will be held on Thursday, April 29, 2021, at 3:00 p.m. local time at our corporate headquarters located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland. Directions to the Annual General Meeting may be found at https://www.google.com/maps/place/Connaught+House,+Burlington+Rd,+Dublin+4,+Ireland. Information on how to vote in person at the Annual General Meeting is provided below. However, you do not need to attend the Annual General Meeting to vote your ordinary shares.

We are closely monitoring developments related to COVID-19. It could become necessary to change the date, time, location and/or means of holding the Annual General Meeting (including by means of remote communication). If such a change is made, we will announce the change in advance, and details on how to participate will be issued by press release, posted on our website and filed as additional proxy materials.

Who can vote at the Annual General Meeting?

Only shareholders of record at the close of business on February 24, 2021, will be entitled to vote at the Annual General Meeting. On this record date, there were 224,074,399 of our ordinary shares outstanding and entitled to vote.

Shareholder of Record (shares registered in your name). If on February 24, 2021 your shares were registered in your name in our Register of Members, which is maintained by our transfer agent, Computershare Shareowner Services LLC, then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy over the telephone or on the internet as instructed in the Notice or as discussed below to ensure your vote is counted, or if you request a printed copy, vote by completing and returning the proxy card.

Beneficial Owner (shares registered in the name of a broker or bank). If on February 24, 2021, your shares were not registered in your name in our Register of Members, but rather held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual General Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are five matters scheduled for a vote:

 

   

Election of three Class I directors (Proposal 1)

 

   

Approval of the appointment of independent registered public accounting firm and authorization of the Audit Committee to determine the auditors’ remuneration (Proposal 2)

 

   

Approval, on an advisory basis, of executive compensation (Proposal 3)

 

   

Authorization to make market purchases or overseas market purchases of our ordinary shares (Proposal 4)

 

   

Approval of the Amended and Restated 2020 Equity Incentive Plan (Proposal 5)

 

Horizon  |  Proxy Statement 13


Table of Contents

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual General Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may vote “For” or “Against” each Class I director nominee or you may abstain from voting for all or any of the nominees. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Shareholder of Record. If you are a shareholder of record, you may vote in person at the Annual General Meeting, by electronic proxy over the telephone or the internet as instructed below, or by proxy using the proxy card you receive if you request a set of printed materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

 

   

To vote in person, come to the Annual General Meeting and we will give you a ballot when you arrive. Please bring our admission ticket or proof of ownership, as discussed below under “Do I Need a Ticket to Attend the Annual General Meeting?”

 

   

You may vote by electronic proxy in the following ways:

 

   

To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or proxy card. Your vote must be received by 11:59 p.m. Eastern Time on April 28, 2021, to be counted.

 

   

To vote over the telephone, dial toll-free 1.800.690.6903 within the United States, U.S. territories and Canada using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or proxy card. Your vote must be received by 11:59 p.m., Eastern Time on April 28, 2021, to be counted.

 

   

Alternatively, you may request a printed set of the materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope provided. Proxy cards submitted through the mail must be received by 11:59 p.m. Eastern Time on April 28, 2021. If you return your signed proxy card to us before this deadline, we will vote your shares as you direct. Instructions on how to request a printed set of the proxy materials may be found in the Notice.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Beneficial Owner. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or through the internet as instructed by your broker, bank or other agent. To vote in person at the Annual General Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions in the Notice you receive from your broker, bank or other agent, or contact that organization to request a proxy form.

Joint Holders. In the case of joint holders of record, any one of such holders may vote either in person or by proxy in respect thereof as if he or she were the sole holder thereof, but the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in our Register of Members.

How many votes do I have?

On each matter to be voted upon, you have one vote for each ordinary share you own as of February 24, 2021.

What happens if I do not vote?

Shareholder of Record. If you are a shareholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual General Meeting, your shares will not be voted.

 

Horizon  |  Proxy Statement 14


Table of Contents

Beneficial Owner. If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (NYSE) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), executive compensation (including any advisory shareholder votes on executive compensation) and certain corporate governance proposals, even if management-supported. We have been advised by the NYSE that your broker or nominee may not vote your shares on Proposals 1, 3 or 5 without your instructions, but may vote your shares on Proposals 2 and 4.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, then our designated proxy holders (one of the individuals named on your proxy card) will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If any other matter is properly presented at the meeting, your proxy holder will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We have retained Alliance Advisors, a proxy solicitation firm, to solicit proxies in connection with the Annual General Meeting at a cost of approximately $22,500 plus expenses. The cost of soliciting proxies incurred by us and Alliance Advisors, including the preparation, assembly and mailing of the proxies and soliciting material, as well as the cost of forwarding such material to beneficial owners of our ordinary shares, will be borne by us. Our directors, officers and other employees may, without compensation other than their regular remuneration, solicit proxies personally or by telephone.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Shareholder of Record. Yes, you may revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

 

   

You may submit another properly completed proxy card with a later date.

 

   

You may grant a subsequent proxy by telephone or through the internet.

 

   

You may send a timely written notice that you are revoking your proxy to our Company Secretary at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland.

 

   

You may attend the Annual General Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Do I need a ticket to attend the Annual General Meeting?

Yes, you will need an admission ticket or proof of ownership of ordinary shares to enter the Annual General Meeting. If you are a shareholder of record, your admission ticket is the Notice that was sent to you. Please bring your Notice and valid photo identification with you to the Annual General Meeting. If your shares are held in the name of a bank, broker or other holder of record, your admission ticket is your Notice, or if you are a beneficial owner, the ticket is on your voting instruction form. If you do not bring your admission ticket, you will need proof of ownership of ordinary shares to be admitted to the Annual General Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. If you arrive at the Annual General Meeting without an admission ticket or proof of ownership of ordinary shares, we will admit you only if we are able to verify that you are one of our shareholders.

 

Horizon  |  Proxy Statement 15


Table of Contents

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, with respect to the proposal to elect directors, votes “For,” “Against,” abstentions and broker non-votes; and, with respect to other proposals, votes “For” and “Against,” abstentions and, as applicable, broker non-votes. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual General Meeting. Abstentions and broker non-votes will not, however, be considered votes cast at the Annual General Meeting. Because the approval of all of the proposals is based on the votes cast at the Annual General Meeting, abstentions and broker non-votes will not have any effect on the outcome of voting on the proposals.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding a majority of the issued and outstanding ordinary shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 224,074,399 ordinary shares outstanding and entitled to vote. Thus, the holders of 112,037,200 ordinary shares must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or, provided that you are a shareholder of record, if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, within one hour of the time appointed for the Annual General Meeting, the Annual General Meeting will stand adjourned to May 6, 2021 at 3:00 p.m. local time at the same location, or such other time or place as the Board may determine.

Assuming there is a quorum of shares present at the Annual General Meeting, how many votes are needed to approve each proposal?

 

   

Proposal

   Vote Required
1.  

Election of Directors

   Majority of votes cast
2.   Approval of the Appointment of Independent Registered Public Accounting Firm and
Authorization of the Audit Committee to Determine the Auditors’ Remuneration
   Majority of votes cast
3.  

Approval, on an Advisory Basis, of Executive Compensation

   Majority of votes cast
4.  

Authorization to Make Market Purchases or Overseas Market Purchases of Our Ordinary Shares

   Majority of votes cast
5.  

Approval of our Amended and Restated 2020 Equity Incentive Plan

   Majority of votes cast

How can I find out the results of the voting at the Annual General Meeting?

Preliminary voting results will be announced at the Annual General Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual General Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What are the Irish statutory financial statements?

We are presenting our Irish statutory financial statements, including the reports of the directors and the statutory auditors thereon, at the Annual General Meeting and are making a copy available for download on the Annual Reports / Proxy Statements page in the Investors section of our website (www.horizontherapeutics.com) on or before April 7, 2021. As an Irish company, we are required to prepare Irish statutory financial statements under applicable Irish company law and to deliver those accounts to shareholders of record in connection with our Annual General Meetings. The Irish statutory financial statements cover the results of our operations and financial position for the year ended December 31, 2020.

 

Horizon  |  Proxy Statement 16


Table of Contents

Irish law requires the directors to prepare financial statements for each financial year giving a true and fair view of the state of the group’s and parent company’s affairs at the end of the financial year and of the group’s profit or loss for the financial year. Under that law, the directors have prepared the group’s consolidated financial statements in accordance with U.S. accounting standards, as defined in Section 279 of the Irish Companies Act 2014, to the extent that the use of those accounting standards in the preparation of the consolidated financial statements does not contravene any provision of the Irish Companies Act 2014 or of any regulations made thereunder and have prepared Horizon’s parent company’s Irish statutory financial statements in accordance with accounting standards issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland (Generally Accepted Accounting Practice in Ireland).

What proxy materials are available on the internet?

The Proxy Statement and the Annual Report are available at https://materials.proxyvote.com/G46188. The Irish financial statements will be available in the Investors section of our website (www.horizontherapeutics.com) on or before April 7, 2021. We will mail without charge, upon written request, a copy of these materials to shareholders of record or beneficial owners of our ordinary shares. Requests should be sent to: Horizon Therapeutics plc, Attention: Company Secretary, Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland.

 

Horizon  |  Proxy Statement 17


Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORS

The Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors and each class has a three-year term. The Board currently consists of nine members, as follows:

 

•   Class I:

   William F. Daniel, H. Thomas Watkins and Pascale Witz, whose terms will expire at our 2021 Annual General Meeting of Shareholders;

•   Class II:

   Michael Grey, Jeff Himawan, Ph.D. and Susan Mahony, Ph.D., whose terms will expire at our 2022 Annual General Meeting of Shareholders; and

•   Class III:

   Gino Santini, James Shannon, M.D. and Timothy P. Walbert, whose terms will expire at our 2023 Annual General Meeting of Shareholders.

The authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes in our control or management. Our directors may be removed by ordinary resolution with majority vote of our shareholders at a general meeting provided that notice of such resolution has been given in accordance with Section 146 of the Irish Companies Act 2014. Vacancies on the Board may be filled only by persons elected by a majority of the directors then in office, provided that a quorum is present. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Majority Voting: In order to be elected as a director, each nominee must receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy.

Directors Whose Term of Office Expires in 2021: There are currently three directors in Class I whose term of office expires in 2021. Each of the nominees listed below in Class I is currently a director who was nominated for election by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. If elected, each of these nominees would serve until the 2024 Annual General Meeting of Shareholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation, disqualification or removal.

The biographical information for our directors that follows is as of March 1, 2021.

 

Class I—Directors Whose Terms Expire at the 2021 Annual General Meeting of Shareholders

and are Nominees for Election

 

 

William F. Daniel

Chairman, Malin Corporation plc

Mr. Daniel, a chartered director and chartered accountant, is currently chairman of the board of directors of Malin Corporation plc, an Ireland-based public global life sciences company. Mr. Daniel was president of the Institute of Directors of Ireland from May 2013 to May 2015, and he was originally elected to the board of the Institute of Directors in Ireland in June 2010. Prior to that, Mr. Daniel was executive vice president and company secretary of Elan Corporation plc, a public biotechnology company, and served in that role from December 2001 to December 2013, until the merger of Elan with Perrigo Company plc. He was previously an executive director of Elan between 2003 and 2007, having joined the organization as financial controller in 1994. Mr. Daniel graduated with a degree in commerce from University College Dublin.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Mr. Daniel is qualified to serve as a director on the basis of his valuable financial and corporate governance expertise, which brings important strategic insight to the Board as it plans our future growth.

 

Age: 68

 

Director SinceSept. 2014

 

Board Committees:

•  Audit (Chair)

•  Compensation

 

Current Public Company Directorships:

•  Malin Corporation plc (Chair)

•  global life sciences company

 

Horizon  |  Proxy Statement 18


Table of Contents
 

H. Thomas Watkins

Chairman, Vanda Pharmaceuticals Inc.

Mr. Watkins currently serves as the chairman of the board of directors of Vanda Pharmaceuticals Inc., a public biopharma company. Prior to that, he was director, president and chief executive officer of Human Genome Sciences, Inc. (HGS), a public biopharma company, from 2004 until HGS was acquired by GlaxoSmithKline in 2012. Before leading HGS, Mr. Watkins spent over twenty years in senior roles at Abbott Laboratories and its affiliates in the United States and Asia, most recently serving as the president of TAP Pharmaceutical Products, Inc. (TAP), which was jointly owned by Abbott and Takeda Pharmaceutical Company, Inc. During his tenure, he led the growth of TAP from approximately $2 billion to over $4 billion in annual revenue. Mr. Watkins began his career in 1974 with Arthur Andersen & Co. From 1979 to 1985, he was a management consultant with McKinsey and Company, Inc., working with multinational companies in the United States, Europe and Japan. Mr. Watkins holds a bachelor’s degree from the College of William and Mary, and a master of business administration degree from the University of Chicago Graduate School of Business. Mr. Watkins is a member of the board of directors of HemoShear Therapeutics, LLC, a private biotechnology company, and of the board of visitors of The College of William and Mary.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Mr. Watkins is qualified to serve as a director on the basis of his valuable industry experience, which brings important strategic insight to the Board as it plans our future growth.

 

Age: 68

 

Director Since: April 2014

 

Board Committees:

•  Nominating and Corporate Governance (Chair)

•  Audit

 

Current Public Company Directorships:

•  Vanda Pharmaceuticals Inc. (Chair)

•  biopharma company

 

 

Pascale Witz

Director, PerkinElmer, Inc.

Ms. Witz founded PWH Advisors, a strategic consultancy firm advising healthcare and investment companies, in November 2016 and has served as its president since that time. From September 2015 to May 2016, Ms. Witz served as executive vice president, global diabetes and cardiovascular at Sanofi, a pharmaceutical company, which she joined in July 2013 as executive vice president, pharma and CHC divisions. During her tenure at Sanofi, she launched multiple medicines across three continents and strengthened the pipeline through licensing and partnerships. Prior to Sanofi, Ms. Witz served more than 17 years at GE Healthcare where, in her final role as president and chief executive officer of its pharmaceutical diagnostics business, she ran a $2 billion integrated pharmaceutical organization that encompassed research and development through commercialization. Ms. Witz also serves on the boards of directors of Fresenius Medical Care AG & Co. KGaA, a public medical supply company, Regulus Therapeutics Inc., a public biotechnology company, PerkinElmer, Inc., a public company focused on human and environmental health, PWH Advisors, Capsule Technologies Inc., a private medical technology company, Arkuda Therapeutics, Inc., a private biopharma company, CellCarta Biosciences, a private biopharma services company, WGC Clinical Services, a private biopharma services company, and Value Demonstration Group Holdings, a private equity fund. Ms. Witz previously served on the board of directors of Savencia SA, a public food and dairy company, from 2016 to 2018, and of Tesaro, Inc., then a public biopharma company, from 2018 to January 2019. Ms. Witz received her master of business administration degree in economics and marketing from INSEAD and her master of science in biochemistry from INSA Lyon.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Ms. Witz is qualified to serve as a director on the basis of her valuable industry experience, which brings important strategic insight to the Board as the Board plans our future growth.

 

Age: 54

 

Director Since: Aug. 2017

 

Board Committees:

•  Audit

•  Nominating and Corporate Governance

 

Current Public Company Directorships:

•  Fresenius Medical Care AG & Co. KGaA

•  medical supply company

•  Regulus Therapeutics Inc.

•  biotechnology company

•  PerkinElmer, Inc.

•  human and environmental health company

 

Horizon  |  Proxy Statement 19


Table of Contents

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE ABOVE

 

Class II—Directors Continuing in Office Until the 2022 Annual General Meeting of Shareholders

 

 

Michael Grey

Chairman, Mirum Pharmaceuticals, Inc.

Mr. Grey has served as chairman of the board of directors of Mirum Pharmaceuticals, Inc., a public biotechnology company, since January 2020, and as executive chairman from March 2019 to December 2019. Before that he served as chief executive officer of Mirum from the company’s inception in March 2018. He has served as executive chairman of Spruce Biosciences, Inc., a public biotechnology company, since April 2017; Amplyx Pharmaceuticals, Inc., a private pharmaceutical company, since January 2017; Reneo Pharmaceuticals, Inc., a private pharmaceutical company, since December 2017; and as chairman of Plexium, Inc., a private biotechnology company, since August 2020. He has also served as a venture partner at Pappas Ventures since January 2010. Mr. Grey served from October 2015 to January 2017 as the president and chief executive officer of Amplyx, from September 2014 to December 2017 as chairman and chief executive officer of Reneo and from May 2019 until April 2020 as executive chairman of Curzion Pharmaceuticals, Inc., a private pharmaceutical company. From February 2011 to June 2014, Mr. Grey served as president and chief executive officer of Lumena Pharmaceuticals, Inc., a biotechnology company, which was acquired by Shire plc in June 2014. He has 45 years of experience in the pharmaceutical and biotechnology industries and has held senior positions at
a number of companies, including president and chief executive officer of SGX Pharmaceuticals, Inc. (sold to Eli Lilly and Company in 2008), president and chief executive officer of Trega Biosciences, Inc. (sold to LION Bioscience, Inc. in 2001) and president of BioChem Therapeutic Inc. Prior to these, Mr. Grey served in various roles with Glaxo, Inc. and Glaxo Holdings PLC, culminating in his position as vice president, corporate development and director of international licensing. Mr. Grey also serves on the boards of directors of BioMarin Pharmaceutical Inc. and Mirati Therapeutics Inc., both public biotechnology companies. Mr. Grey received a bachelor of science degree in chemistry from the University of Nottingham in the United Kingdom.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Mr. Grey is qualified to serve as a director on the basis of his extensive experience managing pharmaceutical and biopharma companies, which brings important strategic insight to the Board as it plans our future growth.

 

Age: 68

 

Director Since: Sept. 2011

 

Lead Independent Director Since: Aug. 2012

 

Board Committees:

•  Audit

•  Nominating and Corporate Governance

 

Current Public Company Directorships:

•  Mirum Pharmaceuticals, Inc. (Chair)

•  biotechnology company

•  Spruce Biosciences, Inc.
(Executive Chair)

•  biotechnology company

•  BioMarin Pharmaceutical Inc.

•  biotechnology company

•  Mirati Therapeutics Inc.

•  biotechnology company

 

 

Jeff Himawan, Ph.D.

Managing Director, Essex Woodlands Health Ventures, L.P.

Dr. Himawan has been a managing director of Essex Woodlands Health Ventures, a venture capital firm, since 2004. Prior to that, he was an adjunct partner at Essex Woodlands from 1999 to 2001, and he was a venture partner from 2001 to 2004. Dr. Himawan co-founded Seed-One Ventures, an early-stage venture capital firm, where he served as a managing director from 1996 to 2001. Dr. Himawan also currently serves on the board of directors of MediciNova, Inc., a public biopharma company, and NexEos Bio, Inc., a private biotechnology company. Previously, Dr. Himawan served on the board of directors of Catalyst Biosciences, Inc., a public biopharma company, from 2010 to 2020. He received a bachelor of science degree in biology from the Massachusetts Institute of Technology and a doctorate in biological chemistry and molecular pharmacology from Harvard University.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that, with his doctorate in biological chemistry and molecular pharmacology and as a successful venture capitalist, Dr. Himawan brings important scientific and strategic insight to the Board as well as experience working with the investment community.

 

Age: 55

 

Director Since: July 2007

 

Board Committees:

•  Compensation (Chair)

•  Transaction

 

Current Public Company Directorships:

•  MediciNova, Inc.

•  biopharma company

 

Horizon  |  Proxy Statement 20


Table of Contents
 

Susan Mahony, Ph.D.

Director, Zymeworks Inc.

Dr. Mahony serves on the board of directors of Zymeworks Inc., a public biopharma company; Vifor Pharma AG, a public pharmaceutical company; Assembly Biosciences, Inc., a public biotechnology company, Cereius Inc., a private biotechnology company and Altis Biosystems, a private biotechnology company. Previously, Dr. Mahony served as senior vice president and president of Lilly Oncology and was a member of the executive committee at Eli Lilly and Company from 2009 until her retirement in August 2018. Prior to that, Dr. Mahony served in a variety of leadership roles at Eli Lilly and Company, including senior vice president, human resources and diversity; president and general manager, Lilly Canada; and executive director, global brand development. Dr. Mahony worked in sales and marketing at Bristol-Myers Squibb Company from 1995 to 2000, at Amgen Limited from 1991 to 1995, and at Schering Plough from 1989 to 1991. Dr. Mahony also serves on the board of Chordoma Foundation, a nonprofit organization dedicated to improving the lives of those affected by chordoma. She earned bachelor of science and doctorate of philosophy (Ph.D.) degrees in pharmacy, as well as a master of business administration degree from London Business School. She was awarded an Honorary Doctorate from Aston University.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Dr. Mahony is qualified to serve as a director on the basis of her industry and leadership expertise, which brings important strategic insight to the Board as it plans our future growth.

 

Age: 56

 

Director Since: Aug. 2019

 

Board Committees:

•  Compensation

•  Transaction

 

Current Public Company Directorships:

•  Zymeworks Inc.

•  biopharma company

•  Vifor Pharma AG

•  pharmaceutical company

•  Assembly Biosciences, Inc.

•  biotechnology company

 

Class III—Directors Continuing in Office Until the 2023 Annual General Meeting of Shareholders

 

 

Gino Santini

Director, Intercept Pharmaceuticals, Inc.

Mr. Santini currently serves on the board of directors of Intercept Pharmaceuticals, Inc., Collegium Pharmaceutical, Inc. and Allena Pharmaceuticals, Inc., all of which are public biopharma companies. Mr. Santini also serves on the boards of directors of Artax Biopharma Inc. and Enalare Therapeutics, Inc., each a private biopharma company, and is retired from a distinguished career with Eli Lilly and Company. He served as chairman of the board of directors of AMAG Pharmaceuticals, Inc., previously a public biopharma company, from February 2012 until November 2020, when AMAG was acquired by Covis Group S. à r.l. Mr. Santini also previously served on the board of directors of Sorin SpA, a public medical products group, from 2012 to 2015, when it was acquired by LivaNova PLC, and also on the board of directors of Vitae Pharmaceuticals, Inc., a public biotechnology company, from 2014 to 2016, when it was acquired by Allergan plc. During his tenure at Eli Lilly and Company from June 1983 to December 2010, Mr. Santini held various leadership positions. Mr. Santini, fluent in four languages, holds an undergraduate degree in mechanical engineering from the University of Bologna and a master of business administration degree from the University of Rochester.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Mr. Santini’s extensive international and domestic commercial and business development experience brings important insight to the Board as it plans our future growth.

  

Age: 64

 

Director Since: March 2012

 

Board Committees:

•  Transaction (Chair)

•  Compensation

 

Current Public Company Directorships:

•  Intercept Pharmaceuticals, Inc.

•  biopharma company

•  Collegium Pharmaceutical, Inc.

•  biopharma company

•  Allena Pharmaceuticals, Inc.

•  biopharma company

 

Horizon  |  Proxy Statement 21


Table of Contents
 

James Shannon, M.D.

Chairman, MannKind Corporation

Dr. Shannon currently serves as chairman of the board of directors of MannKind Corporation, a public biopharma company focused on treatments for diabetes, and on the board of directors of ProQR Therapeutics NV, a public biotechnology company. From May 2012 to March 2015, Dr. Shannon served as the chief medical officer of GlaxoSmithKline (GSK), a public biopharma company, where he was responsible for matters of patient safety, general medical governance, medical ethics and integrity, medical information as well as investigations involving human subjects relating to any GSK medicine in development or on the market. Prior to that, Dr. Shannon spent more than a decade with Novartis, a public pharmaceutical company. In his last role with the company, as global head of pharma development, he was responsible for all of Novartis’s development activities, from pre-clinical through Phase 4 and oversaw an annual development budget of approximately $4 billion. Dr. Shannon received his science and medical degrees from Queen’s University in Belfast, Northern Ireland. He also serves as chairman of the board of directors of Kyowa Kirin (NA), a private biopharma company and subsidiary of Kyowa Kirin, and on the boards of directors of Immodulon Therapeutics Limited, a private biopharma company, Leyden Labs, a private biopharma company, and MyTomorrows, a private health-based platform that collaborates with drug developers to provide early access to treatments for patients who have exhausted all other options.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Dr. Shannon is qualified to serve as a director on the basis of his extensive clinical development experience, which brings important insight to the Board as it plans our future growth.

  

Age: 64

 

Director Since: Aug. 2017

 

Board Committees:

•  Nominating and Corporate
Governance

•  Transaction

 

Current Public Company Directorships:

•  MannKind Corporation (Chair)

•  biopharma company

•  ProQR Therapeutics NV

•  biotechnology company

 

 

Timothy P. Walbert

Chairman, President and Chief Executive Officer, Horizon Therapeutics plc

Mr. Walbert has served as our president, chief executive officer and director of Horizon since June 2008 and served as our chairman since March 2010. From May 2007 to June 2009, Mr. Walbert served as president, chief executive officer and director of IDM Pharma, Inc., a public biotechnology company that was acquired by Takeda America Holdings, Inc. in June 2009. Prior to that, he served as executive vice president, commercial operations of NeoPharm, Inc., a public biotechnology company. From June 2001 to August 2005, Mr. Walbert served as divisional vice president and general manager of immunology, where he built and led the global development and launch of the multi-indication biologic HUMIRA, and divisional vice president, global cardiovascular strategy at Abbott, now AbbVie. From 1998 to 2001, he served as director, CELEBREX North America and arthritis team leader, Asia Pacific, Latin America and Canada at G.D. Searle & Company. Mr. Walbert serves as the chairman of the board of directors of Exicure, Inc., a public clinical-stage biotechnology company, and he serves on the board of Aurinia Pharmaceuticals, Inc., also a public biotechnology company. He sits on the board of directors of the Illinois Biotechnology Innovation Organization (iBIO) and the Biotechnology Innovation Organization (BIO). Mr. Walbert is also a member of the National Organization for Rare Disorders (NORD) Advisory Board and serves on the Board of Trustees of Muhlenberg College. He previously served on the board of directors of Assertio Holdings, Inc., a public specialty pharmaceutical company, from May 2020 to December 2020 (and before that at Zyla Life Sciences, a public pharmaceutical company, from April 2014 until May 2020, when it was acquired by Assertio); Sucampo Pharmaceuticals, Inc., a public biopharma company, from 2016 to 2018; XOMA Corporation, a public biotechnology company, from 2011 to 2017; and Raptor Pharmaceutical Corp., a public biopharma company, from 2010 to 2014. Mr. Walbert received his bachelor of arts degree in business from Muhlenberg College, in Allentown, Pennsylvania.

 

Qualifications:

The Nominating and Corporate Governance Committee and the Board believe that Mr. Walbert is qualified to serve as a director on the basis of his valuable biopharma industry experience, which brings important strategic insight to the Board as it plans our future growth.

  

Age: 53

 

Chair Since: March 2010

 

Director Since: June 2008

 

Board Committees:

•  None

 

Current Public Company Directorships:

•  Exicure, Inc. (Chair)

•  biotechnology company

•  Aurinia Pharmaceuticals, Inc.

•  biotechnology company

 

Horizon  |  Proxy Statement 22


Table of Contents

THE BOARD OF DIRECTORS AND ITS COMMITTEES

 

Overview

In 2020, the Board held nine meetings and acted by unanimous written consent at two sessions. Each Board member attended 98 percent or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the portion of the last fiscal year for which he or she was a director or committee member, except for Michael Grey, who attended 82 percent of such meetings because he recused himself from three Transaction Committee meetings related to the acquisition of Curzion due to a conflict of interest. Excluding the recusals, Mr. Grey attended 100 percent of such Board and committee meetings. It is our policy to encourage directors and nominees for director to attend annual general meetings of shareholders. All current directors attended our 2020 Annual General Meeting of Shareholders.

The Board is committed to exercising good corporate governance practices. As part of this commitment, the Board regularly monitors developments in corporate governance and reviews processes, policies and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on our website, www.horizontherapeutics.com, including our Memorandum and Articles of Association, Code of Conduct and Ethics, Corporate Governance Guidelines, and the charters for the Audit, Compensation, Nominating and Corporate Governance and Transaction Committees. The Board believes that its strong corporate governance policies and practices, including the substantial percentage of independent directors on the Board and the robust duties of its lead independent director, empower the Board to effectively oversee our chief executive officer and provide an effective and appropriately balanced Board governance structure.

 

Independence of the Board of Directors

Other than Mr. Walbert, our chairman, president and chief executive officer, all members of the Board are independent, and all members of committees of the Board are independent. The Board has affirmatively determined that the following eight directors are independent directors within the meaning of the applicable Nasdaq Stock Market (Nasdaq) listing standards: Mr. Daniel, Mr. Grey, Dr. Himawan, Dr. Mahony, Mr. Santini, Dr. Shannon, Mr. Watkins and Ms. Witz. In making these determinations, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with us. Mr. Walbert is not an independent director by virtue of his current employment with us. To determine independence, the Board reviewed all relevant identified transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm.

As required under applicable Nasdaq listing standards, our independent directors met four times in regularly scheduled executive sessions in 2020, at which only independent directors were present.

 

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics (the Code) that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. The Code is available on our website at www.horizontherapeutics.com. If we make any substantive amendments to the Code or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

 

Board Leadership Structure

The Board has determined that the current leadership structure, in which the offices of chairman and chief executive officer are held by one individual and an independent director acts as lead independent director, ensures that the appropriate level of oversight, independence and responsibility is applied to all Board decisions, including risk oversight, and is in our best interests and those of our shareholders.

Chairman/Chief Executive Officer

The Board is currently chaired by our president and chief executive officer, Mr. Walbert. We believe that combining the positions of chief executive officer and chairman of the Board helps to ensure that the Board and management act with a common purpose for the following reasons:

 

   

coherent leadership and direction for the Board and executive management;

 

   

clear accountability and a single focus for the chain of command to execute our strategic initiatives and business plans;

 

Horizon  |  Proxy Statement 23


Table of Contents
   

Mr. Walbert’s extensive industry expertise, external public board experience, leadership experience and history and knowledge of our business; and

 

   

by leading management and chairing the Board, we benefit from the chief executive officer’s strategic and operational insights, enabling a focused vision encompassing the full range, from long-term strategic direction and day-to-day execution.

Lead Independent Director

We require the election, by the independent directors of the Board, of a lead independent director to serve during any period when there is no independent chairman of the Board. Because Mr. Walbert is currently serving as chief executive officer and chairman of the Board, the independent directors of the Board elected Mr. Grey as the lead independent director. The lead independent director serves as the liaison between the chairman of the Board and the independent directors and his responsibilities include:

 

   

facilitating communication with the Board and presiding over regularly conducted executive sessions of the independent directors and sessions where the chairman of the Board is not present;

 

   

establishing the agenda for meetings of the independent directors, and reviewing and approving matters, schedule sufficiency, and, where appropriate, information provided to other Board members;

 

   

having the authority to call meetings of the independent directors and, if requested by major shareholders, ensuring that he is available for consultation and direct communication; and

 

   

conveying messages from meetings of the independent directors to the chief executive officer and making himself available to discuss with other directors any concerns they may have about us or our performance.

 

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company.

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which financial risk assessment and management is undertaken and provides oversight of the performance of our internal audit function and external auditors. The Audit Committee also reviews and receives regular briefings concerning information security and technology risks (including cybersecurity), including discussions of our information security and risk management programs.

Our Nominating and Corporate Governance Committee reviews our key enterprise risks and risk-management strategies, as well as monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and monitors compliance with legal, regulatory and ethical requirements.

Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Our Transaction Committee evaluates potential strategic transactions and financing opportunities, including the risks that such transactions could pose to Horizon.

 

Director Assessment and Board Refreshment

The Nominating and Corporate Governance Committee believes that a strong director assessment process and periodic Board refreshment enhances the effectiveness of the Board and is an essential element of sound corporate governance.

Director assessment is conducted on an annual basis at both the full Board and individual director level:

Annual Board Member Self-Assessment: The director self-assessment process typically begins in August, when a telephonic survey is conducted with each director by a third party, generally a partner from our external legal counsel. The telephonic survey, which is updated annually, allows the interviewer to more fully assess and understand the needs, comments and patterns resulting from the individual conversations. This interview process elicits each director’s opinions on the effectiveness of the overall Board, the Board committees, Board meetings and communication, the director’s own participation and contributions, as well as those of

 

Horizon  |  Proxy Statement 24


Table of Contents

other directors. The Nominating and Corporate Governance Committee then reviews and discusses the results of the survey during the November Board meeting. This process has resulted in several meaningful improvements to the effectiveness of our Board meetings and timing and means of providing information to the Board.

Annual Board Member Review: A thorough and in-depth review is conducted for the directors whose term will expire at the next annual general meeting of shareholders. The review assesses each director based on at least three years’ experience and the skills and experiences deemed appropriate to meet the current and future needs of Horizon and the Board. The review consists of a three-part process to determine if each director should seek another three-year term.

 

   

The Chair of the Nominating and Corporate Governance Committee conducts one-on-one reviews with each director to ensure maximum frankness, confidentiality and respect for the individual. These meetings are designed to gain the directors’ perspective on their contributions to the Board and whether they believe continuing for another term is appropriate and advisable.

 

   

The Chair of the Nominating and Corporate Governance Committee then meets individually with the members of the Nominating and Corporate Governance Committee to seek their views on the directors.

 

   

Finally, the Chair of the Nominating and Corporate Governance Committee meets with the Board Chair and Lead Independent Director to share the results of the reviews and determine the outcome.

As a result of our Board assessment process, since 2017, two prior directors did not stand for re-election and three new directors have been added to the Board. Each of our new directors, two of whom are female, have brought new and different skills, experience and qualifications to the Board. This refreshment of the Board serves to better meet the current and expected future needs of Horizon given the evolution of our business and strategy over the last several years.

 

Director Selection

The Nominating and Corporate Governance Committee employs a rigorous, thorough and in-depth process to identify director candidates and recommend the strongest possible director nominees to the full Board.

First, the Nominating and Corporate Governance Committee deliberates on and determine the skills and experience that would best serve the Board and Horizon and that would address any gaps identified in the annual assessment process.

An executive search firm is then retained to assist in identifying prospective candidates. In addition, the Nominating and Corporate Governance Committee considers director candidates recommended by shareholders, directors and other sources.

When selecting candidates for recommendation to the Board, the Nominating and Corporate Governance Committee consider the attributes of the candidates and the needs of the Board and reviews all candidates in the same manner, regardless of the source of the recommendation. In evaluating director nominees, a candidate is expected to have certain minimum qualifications, including being able to read and understand basic financial statements, having familiarity with our business and industry, having high moral character and mature judgment and being able to work collegially with others. In addition, factors such as the following may be considered:

 

   

the independence standards as set forth in the applicable Nasdaq listing standards, the presence of any material interests that could cause a conflict between our interests and the interests of the director nominee, and the director nominee’s ability to exercise his or her best business judgment in the interest of all shareholders;

 

   

the knowledge, skills and experience of the director nominee, including experience in the industry in which Horizon operates, as well as in the general areas of clinical development, business, finance, management and public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

 

   

the director nominee’s ability to devote sufficient time to the business of the Board and at least one of the standing committees of the Board, in light of the number of other boards on which the director nominee serves (for profit and not-for-profit) and the other business and professional commitments of the director nominee;

 

   

the appropriate size and the diversity of the Board;

 

   

how the director nominee’s skills and experience would complement and enhance the Board’s overall mix of skills and experience; and

 

   

the director nominee’s experience with accounting rules and practices.

 

Horizon  |  Proxy Statement 25


Table of Contents

Before the Nominating and Corporate Governance Committee recommends a qualified director nominee to the Board for consideration, the nominee is interviewed by each Board member and meets with the chief executive officer and other senior executives.

During 2020, we paid a fee to one third-party search firm that was retained by the Board to identify potential nominees and assist our Nominating and Corporate Governance Committee in evaluating such potential nominees.

 

Diversity Policy

The Board believes that maintaining a diverse membership enhances the Board’s deliberations and enables the Board to better represent all of Horizon’s constituents, and as such has a formal diversity policy. As part of the policy, the Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills with the goal of ensuring the Board has diversity of experience and perspectives as well as race, gender, geography, and areas of expertise. To further this goal, the Board is committed to including in each director search highly qualified candidates who reflect diverse experiences and backgrounds, including diversity of gender and race. The diversity policy is available on our website at www.horizontherapeutics.com.

Shareholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an Annual General Meeting of Shareholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee. See “Other Information – Shareholder Proposals” in this Proxy Statement for additional information.

 

Executive Management Succession Planning

A key responsibility of the Board and critical to our success is ensuring that Horizon has the continuity of leadership and appropriate talent to lead the company and drive the execution of our strategy. We have a robust succession planning process, overseen by the Nominating and Corporate Governance Committee, which facilitates periodic Board executive sessions to discuss succession and development matters. On an annual basis, the Nominating and Governance Committee reviews and approves the succession and development plans for our chief executive officer, which includes selection criteria and the evaluation of potential internal candidates. In addition, the Nominating and Corporate Governance Committee reviews succession plans of other members of executive management, as well as their attributes, qualifications and development plans.

The Board is also regularly apprised of high-leadership potential candidates at Horizon and the plans for their development and potential roles. Board members have the chance to meet with these individuals at Board meetings, at dinners with Board members or in individual meetings as appropriate. We arrange for Board members to meet with key talent when they visit our offices. At each Board meeting, our chief human resources and chief diversity officer updates the Board on different key human capital management matters such as diversity, equity and inclusion, recruitment, development and retention. The Board also reviews our annual employee surveys and is briefed on the responses and targeted actions generated from the survey results.

 

Committees of the Board of Directors

The Board has four standing committees:

 

   

Audit Committee

 

   

Compensation Committee

 

   

Nominating and Corporate Governance Committee

 

   

Transaction Committee

All committees comprise independent directors within the meaning of the applicable Nasdaq listing standards. A description of each committee of the Board is described below.

 

Horizon  |  Proxy Statement 26


Table of Contents

The following table provides membership and meeting information for fiscal year 2020 for each of the Board committees:

 

         
      Audit      Compensation     

Nominating and

Corporate
Governance

     Transaction  

Timothy P. Walbert

                                   

William F. Daniel

     LOGO        LOGO                    

Michael Grey(1)     LOGO

     LOGO                 LOGO           

Jeff Himawan, Ph.D.

              LOGO                 LOGO  

Susan Mahony, Ph.D.(2)

              LOGO                 LOGO  

Gino Santini

              LOGO                 LOGO  

James Shannon, M.D.(3)

                       LOGO        LOGO  

H. Thomas Watkins

     LOGO                 LOGO           

Pascale Witz

     LOGO                 LOGO           

Total meetings in fiscal year 2020

     5        8        4        12  

 

LOGO = Chair    LOGO = Member    LOGO = Lead Independent Director

 

(1)

Mr. Grey served on the Transaction Committee until July 2020 and has served on the Audit Committee since July 2020.

 

(2)

Dr. Mahony served on the Audit Committee and the Nominating and Corporate Governance Committee until July 2020 and has served on the Compensation Committee and the Transaction Committee since July 2020.

 

(3)

Dr. Shannon served on the Compensation Committee until July 2020 and has served on the Nominating and Corporate Governance Committee since July 2020.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility with respect to, among other things:

 

   

our corporate accounting and financial reporting practices;

 

   

the system of internal control over financial reporting;

 

   

the audit process;

 

   

the quality and integrity of our financial statements;

 

   

the qualifications, independence and performance of our independent registered public accounting firm;

 

   

the qualifications, independence and performance of our internal audit function; and

 

   

major financial risk exposures, information security and technology risks (including cybersecurity).

The independent registered public accounting firm, internal audit and management each periodically meet privately with the Audit Committee.

The Board has determined that each of Mr. Daniel, Mr. Grey, Dr. Mahony, Mr. Watkins and Ms. Witz qualify as “audit committee financial experts” within the meaning of applicable SEC rules. In making this determination, the Board has considered their formal education, the nature and scope of their previous experience and their financial and corporate governance expertise.

Report of the Audit Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended (Exchange Act), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2020, with Horizon management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the

 

Horizon  |  Proxy Statement 27


Table of Contents

independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Audit Committee

William F. Daniel, Chair

Michael Grey

H. Thomas Watkins

Pascale Witz

Compensation Committee

The Compensation Committee:

 

   

oversees, reviews and approves or recommends for adoption our compensation policies, plans and programs;

 

   

reviews and approves or recommends to the full Board, as appropriate, the compensation to be paid to our executive officers and directors;

 

   

conducts compensation risk assessments; and

 

   

prepares and reviews the Compensation Committee report included in our annual Proxy Statement.

In making its compensation decisions and recommendations, the Compensation Committee may take into account the recommendations of the chief executive officer and other senior management. Other than giving such recommendations, however, the chief executive officer and other senior management have no formal role and no authority to determine the amount or form of executive and director compensation. The processes and procedures used by the Compensation Committee for the consideration and determination of executive compensation are described in the section of this Proxy Statement captioned, ‘‘Compensation Discussion and Analysis – Compensation Determination Process.’’

The Compensation Committee may, at our expense, retain legal counsel (which may, but need not be, our regular corporate counsel) and other consultants and advisors, other than in-house legal counsel and certain other types of advisors, to assist it with its functions only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent. The Compensation Committee has authority to approve such advisors’ fees and other retention terms and to terminate its relationship with any advisor that it retains. In addition, the Compensation Committee has authority to delegate its responsibilities to subcommittees or individual committee members.

The Compensation Committee has engaged Radford, which is part of the Rewards Solutions practice at Aon plc, as its independent consultant since 2016. For additional information regarding our processes and procedures for the consideration and determination of executive and director compensation, including the role of Radford in determining and recommending executive and director compensation and the aggregate cost of Radford’s executive and director compensation consulting services during 2020, see the sections of this Proxy Statement entitled “Compensation Discussion and Analysis – Compensation Determination Process and Non-Employee Director Compensation.” With respect to non-employee director compensation matters, our Compensation Committee recommends to our Board and our Board determines and sets non-employee director compensation. Our compensation arrangements for our non-employee directors are described under the section of this Proxy Statement entitled Non-Employee Director Compensation.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has ever been an executive officer or employee of Horizon. None of our executive officers currently serves, or has served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee oversees all aspects of our corporate governance functions on behalf of the Board, including, but not limited to:

 

   

making recommendations to the Board regarding corporate governance issues;

 

   

identifying, reviewing and evaluating candidates to serve as our directors consistent with criteria approved by the Board and reviewing and evaluating incumbent directors;

 

Horizon  |  Proxy Statement 28


Table of Contents
   

serving as a focal point for communication between such candidates, non-committee directors and our management;

 

   

nominating candidates to serve as directors;

 

   

making other recommendations to the Board regarding affairs relating to our directors; and

 

   

providing oversight assistance in connection with our legal, regulatory and ethical compliance programs, policies and procedures as established by management and the Board.

The process used by the Nominating and Corporate Governance Committee to identify a nominee to serve as a member of the Board depends on the qualities being sought. The Board engages an executive search firm to assist the Nominating and Corporate Governance Committee in identifying individuals qualified to be Board members. The process used by the Nominating and Corporate Governance Committee to identify nominees is described in the section of this Proxy Statement captioned, ‘‘Director Selection.’’

Transaction Committee

The functions of the Transaction Committee include, but are not limited to:

 

   

reviewing, considering and evaluating proposed product or business acquisitions or divestitures, licensing, distribution, promotion, collaboration and other commercial agreements and arrangements, joint ventures, and any other business development transactions;

 

   

reviewing, considering and evaluating proposed financing opportunities, including the issuance of equity, debt and convertible securities;

 

   

reviewing, considering and evaluating proposed modifications to Existing Debt Dealings (as defined in the charter of the Transaction Committee);

 

   

monitoring negotiations and other communications with third parties in connection with potential business development transactions, financing opportunities and debt discharge opportunities;

 

   

meeting with management to identify and develop Board focus on issues and opportunities that will further our business development strategy;

 

   

periodically reviewing and evaluating prior transactions and financings for consistency with, and achievement of, our strategic business goals, objectives or plans; and

 

   

authorizing potential business development transactions, other business growth and diversification opportunities, general financing opportunities and opportunities for Existing Debt Dealings that the Transaction Committee determines to fall within the scope of our goals and business development strategy and that are in the best interest of our shareholders.

 

Shareholder Communications with the Board of Directors

Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Company Secretary of Horizon Therapeutics at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland or by communicating online to the Board as a group. This information and an online communications form are available on our website at www.horizontherapeutics.com. Each communication will be reviewed by our Company Secretary to determine whether it is appropriate for presentation to the Board or such director on a periodic basis. Examples of inappropriate communications include advertisements, solicitations or hostile communications.

 

Horizon  |  Proxy Statement 29


Table of Contents

NON-EMPLOYEE DIRECTOR COMPENSATION

Our directors perform a critical role in guiding Horizon’s strategic direction and overseeing management. Being a director entails many responsibilities and a substantial time commitment. Our compensation program for our non-employee directors reflects the critical function they perform and enables us to attract and retain highly qualified directors.

All current non-employee members of the Board are independent. Non-employee directors receive a combination of annual cash retainers and restricted stock unit (RSU) grants in amounts that correlate to their responsibilities and levels of Board participation, including service on Board committees. Our only employee director, Mr. Walbert, receives no separate compensation for his service as a director or chair.

Highlights

 

   

The Compensation Committee works to ensure that our non-employee director compensation is in line with compensation offered by peer companies that compete with us for director talent.

 

   

Our non-employee director compensation is designed to address the time, effort, expertise and accountability required of active Board membership. It also takes into consideration the substantial travel commitment on the part of our directors as a result of being an Irish-domiciled company.

 

   

The annual cash compensation we pay our non-employee directors is based on their positions on the Board or the committees of the Board. We do not compensate Board members on a per-meeting basis.

 

   

The Compensation Committee reviews our non-employee director compensation annually. The October 2020 review determined that our non-employee director compensation philosophy is aligned with that of our peers; that our mix of cash and equity appropriately balances short- and long-term needs; and that our average director pay approximates the 50th percentile of our peers.

 

   

Beginning in October 2018, we reduced the value of the annual equity grant from $450,000 to $400,000 and replaced an automatic $600,000 equity grant upon a non-employee director’s first election or appointment to the Board with a pro-rata annual equity grant. In addition, the annual equity award granted to non-employee directors is made in RSUs only and no longer includes stock options.

As an Irish-domiciled company traded in the United States, we consider our non-employee director compensation, both in amount and structure, against two peer groups: the 14 U.S.-traded, biopharma companies we use for executive compensation comparative purposes (please see Compensation Discussion and Analysis—Peer Group), as well as seven Irish-domiciled, U.S.-listed pharmaceutical and biopharma companies: Alkermes plc, Amarin Corporation plc, Endo International plc, Jazz Pharmaceuticals plc, Mallinckrodt plc (which was still publicly traded when we last conducted our non-employee director compensation review), Perrigo Company and Prothena Corporation plc. (Alkermes plc and Jazz Pharmaceuticals plc are in both peer groups.)

The Compensation Committee reviews the compensation for our non-employee directors annually. To assist with the review, Radford, an independent compensation consultant, prepares a comprehensive assessment of our non-employee director compensation program, which includes:

 

   

benchmarking director compensation against the same peer group used for executive compensation purposes;

 

   

reviewing any feedback received during our shareholder engagement program;

 

   

reviewing recent director compensation trends; and

 

   

reviewing related corporate governance best practices.

The most recent review, conducted in October 2020, determined that:

 

   

our non-employee director compensation philosophy is aligned with that of our peers;

 

   

our mix of cash and equity appropriately balances short- and long-term needs; and

 

   

our average director pay approximates the 50th percentile of our peers.

Cash Compensation

Our compensation policy for non-employee directors who are not affiliated with any holder of more than 5 percent of our ordinary shares provides for annual cash compensation as set forth in the following table. The cash compensation is generally payable in equal quarterly installments at the end of each quarter in which the services are provided. For any independent director who joins after the beginning of the quarter, the cash compensation is pro-rated based on days served in that first partial quarter.

 

Horizon  |  Proxy Statement 30


Table of Contents
   

Director Position

   Annual Cash  
Compensation  

Non-executive chairman or lead independent director

     $ 100,000     

All other non-employee directors

     $ 60,000

Committee chair fees

    

Audit

     $ 30,000

Compensation

     $ 20,000

Nominating and Corporate Governance

     $ 15,000

Transaction

     $ 20,000

Non-chair committee member fees

    

Audit

     $ 15,000

Compensation

     $ 10,000

Nominating and Corporate Governance

     $ 7,500

Transaction

     $ 12,500

Under our compensation policy, we reimburse our directors for their travel-related expenses, including lodging and other reasonable expenses incurred in attending meetings of the Board and committees of the Board.

We will also reimburse eligible non-employee directors up to $15,000 annually for financial planning and tax services.

Equity Compensation

On the date of each Annual General Meeting of Shareholders that coincides with or follows the non-employee director’s initial appointment or election to the Board, eligible non-employee directors will automatically be granted RSUs with an aggregate value of $400,000, which will vest in full upon the earlier of the (i) first anniversary of the date of grant and (ii) date of the next Annual General Meeting of Shareholders.

Any eligible non-employee director who is first elected or appointed to the Board on any date other than an Annual General Meeting of Shareholders will automatically be granted RSUs on the date that they are first elected or appointed to the Board with a value equal to the annual RSU grant, prorated based on the number of days between such non-employee director’s start date and the one-year anniversary of the date of the Annual General Meeting of Shareholders that most recently preceded such start date, which will vest in full upon the earlier of (i) the first anniversary of the date of the Annual General Meeting of Shareholders that most recently preceded such director’s start date and (ii) the date of the next Annual General Meeting of Shareholders.

Non-Employee Director Compensation Summary

The following table sets forth compensation information for our non-employee directors who earned or received compensation under our compensation policy for non-employee directors or otherwise in 2020:

 

         

Name

  

Fees Earned

or Paid in Cash

     Stock Awards (1)(2)      All Other
Compensation(3)
     Total  

William F. Daniel

   $ 100,000      $ 399,972      $ 12,911 (4)     $ 512,883  

Michael Grey

   $ 120,000      $ 399,972      $ 2,528      $ 522,500  

Jeff Himawan, Ph.D.

   $ 92,500      $ 399,972      $ 25,037      $ 517,509  

Susan Mahony, Ph.D.

   $ 82,500      $ 399,972      $ 25,066      $ 507,538  

Gino Santini

   $ 90,000      $ 399,972      $ 25,037      $ 515,009  

James Shannon, M.D.

   $ 82,500      $ 399,972      $ 20,568      $ 503,040  

Thomas H. Watkins

   $ 90,000      $ 399,972      $ 26,929      $ 516,901  

Pascale Witz

   $ 82,500      $ 399,972      $ 7,951      $ 490,423  

 

(1)

The amounts shown in this column reflect the grant date fair value of the awards issued to our non-employee directors during 2020, calculated in accordance with the provisions of ASC Topic 718. See the assumptions used in Note 18 – “Share-Based and Long-Term Incentive Plans” in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

(2)

The aggregate number of shares subject to outstanding stock options and RSU awards held as of December 31, 2020, by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2020 and prior calendar years, are as follows: 128,240 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Mr. Daniel; 134,954 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Mr. Grey; 86,406 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Dr. Himawan; 11,098 shares subject to outstanding RSUs for Dr. Mahony; 114,954 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Mr. Santini; 59,393 shares subject to

 

Horizon  |  Proxy Statement 31


Table of Contents
  outstanding stock options and 11,098 shares subject to outstanding RSUs for Dr. Shannon; 154,954 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Mr. Watkins; and 84,393 shares subject to outstanding stock options and 11,098 shares subject to outstanding RSUs for Ms. Witz.

 

(3)

Represents financial planning services payments, including tax gross-up.

 

(4)

Includes a $10,000 annual fee paid to Mr. Daniel in 2020 associated with his service as a non-executive director on the board of one of our wholly owned subsidiaries, Horizon Therapeutics Ireland DAC.

 

Horizon  |  Proxy Statement 32


Table of Contents

EXECUTIVE OFFICERS

The following table sets forth information regarding executive officers as of March 1, 2021:

 

     

Name

  

Age

  Position with the Company

Timothy P. Walbert

   53   Chairman, President and Chief Executive Officer

Brian K. Beeler

   48   Executive Vice President, General Counsel

Daniel A. Camardo

   52   Executive Vice President and President, U.S.

Geoffrey M. Curtis

   46   Executive Vice President, Corporate Affairs and Chief Communications Officer

Michael A. DesJardin

   63   Executive Vice President, Technical Operations and Corporate Quality

Paul W. Hoelscher

   56   Executive Vice President, Chief Financial Officer

Vikram Karnani

   46   Executive Vice President and President, International

Jeffrey D. Kent, M.D., FACP, FACG

   59   Executive Vice President, Medical Affairs and Outcomes Research

Irina P. Konstantinovsky

   51   Executive Vice President, Chief Human Resources and Chief Diversity Officer

Barry J. Moze

   67   Executive Vice President, Chief Administrative Officer

Andy Pasternak

   50   Executive Vice President, Chief Strategy Officer

Karin Rosén, M.D., Ph.D.

   53   Executive Vice President, Research and Development and Chief Scientific Officer

Jeffrey W. Sherman, M.D., FACP

   66   Executive Vice President, Chief Medical Officer

 

The following biographical information for our executive officers other than Mr. Walbert, whose biographical information is included in Proposal 1, is as of March 1, 2021.

Brian K. Beeler. Mr. Beeler has served as our executive vice president, general counsel since May 2015. Mr. Beeler previously served as our senior vice president, legal and chief compliance officer from January 2015 until May 2015 and as our associate general counsel and chief compliance officer from January 2013 until January 2015. Prior to joining Horizon, Mr. Beeler served as associate general counsel for Fenwal, Inc., a global blood technology company, from December 2008 until December 2012. Before that, Mr. Beeler was senior counsel, business development, commercial and research and development at TAP Pharmaceuticals and Takeda Pharmaceuticals North America and also previously served as chief compliance officer at Schwartz Pharma. Mr. Beeler received a bachelor’s degree in history from Purdue University, a master of business administration degree from the Kellogg School of Management at Northwestern University and a juris doctorate degree from the Indiana University School of Law.

Daniel A. Camardo. Mr. Camardo has served as our executive vice president and president, U.S. since August 2020. Mr. Camardo previously served as group vice president and general manager of our inflammation business from August 2018 until August 2020 and as our group vice president, commercial operations and HorizonCares from September 2015 until August 2018. Prior to joining Horizon, Mr. Camardo served as vice president sales and operations at Clarus Therapeutics, Inc., a pharmaceutical company, from July 2014 until September 2015. Before that, he was senior director, U.S. commercial operations at Astellas Pharmaceuticals, a public Japanese biopharma company, from May 2012 until July 2014. Mr. Camardo received a bachelor’s degree in economics and mathematics from the University of Rochester and a master of business administration degree from the Kellogg School of Management at Northwestern University.

Geoffrey M. Curtis. Mr. Curtis has served as our executive vice president, corporate affairs and chief communications officer since August 2018. Prior to that, from May 2017 he served as our senior vice president of corporate affairs and chief communications officer, and as group vice president of corporate communications from April 2015, when he joined Horizon. From May 2012 until April 2015, Mr. Curtis served as senior vice president at Edelman Public Relations and, as part of its National Health Media Team, he led media strategy and execution for a large portfolio of pharmaceutical, biotech and medical device clients. Prior to that, Mr. Curtis was group director of the media practice at WCG, a marketing and communications firm and part of W20 Group, from July 2006 until May 2012 and held a similar role at GCI Group from March 2004 until July 2006. Prior to joining GCI, Mr. Curtis served as a public affairs manager in the Pharmaceutical Products Division at Abbott, where he led internal and external communications programs for the immunology, neuroscience and oncology franchises. Mr. Curtis has a bachelor’s degree in English from Lake Forest College in Lake Forest, Illinois.

Michael A. DesJardin. Mr. DesJardin has served as our executive vice president, technical operations and corporate quality since February 2017. Mr. DesJardin previously served as our senior vice president, technical operations from October 2016 to November 2016 and as our senior vice president, life cycle management from December 2016 to January 2017. Mr. DesJardin joined Horizon from Raptor in October 2016 as part of the Raptor acquisition. While at Raptor, Mr. DesJardin was the senior vice president of technical operations from April 2015 to October 2016. Prior to that, Mr. DesJardin served as senior vice president of product development at Jazz Pharmaceuticals Public Limited Company (formerly Jazz Pharmaceuticals, Inc.) (Jazz) from July 2004

 

Horizon  |  Proxy Statement 33


Table of Contents

to March 2015. Mr. DesJardin spent nine years as an executive director and engineering fellow at ALZA Corporation and spent 15 years at the Dow Chemical Company working in pharmaceutical and agricultural chemical development for Marion Merrill Dow. Mr. DesJardin has over 39 years of experience in pharmaceutical development. Mr. DesJardin received a bachelor of science degree in chemical engineering from the University of California, Berkeley and is a registered professional engineer in the State of California.

Paul W. Hoelscher. Mr. Hoelscher has served as our executive vice president, chief financial officer since October 2014. Previously, Mr. Hoelscher was our executive vice president, finance from June 2014 through September 2014. Prior to joining Horizon, Mr. Hoelscher served as senior vice president, finance-treasury and corporate development of OfficeMax, Inc., from August 2013 to May 2014, and as vice president, finance-treasury and corporate development of OfficeMax from August 2012 to July 2013. Prior to that, Mr. Hoelscher served in various finance roles at Alberto Culver Company from 1992 to 2012 and in various positions in the audit practice at KPMG LLP from 1986 to 1993. He currently serves as vice chair on the board of trustees of the Illinois Region of The Leukemia and Lymphoma Society. Mr. Hoelscher received his bachelor of science degree in accountancy from the University of Illinois at Urbana-Champaign and is a certified public accountant.

Vikram Karnani. Mr. Karnani has served as our executive vice president and president, international since August 2020. Prior to that, he served as our executive vice president, chief commercial officer from March 2018 to August 2020, as our senior vice president, rheumatology business unit from February 2017 to March 2018, and as our general manager, specialty business unit from July 2014 until February 2017. Prior to joining Horizon, Mr. Karnani was with Fresenius Kabi, a global health care company, where he served as vice president of the therapeutics and cell therapy business, from October 2011 to July 2014. Mr. Karnani also held various positions in business development, corporate strategy and strategic marketing within Fenwal Inc., a global blood technology company that was acquired by Fresenius Kabi, from November 2008 to October 2011. Mr. Karnani brings nearly 17 years of cross-functional expertise across a multitude of industries, including medical devices, management consulting, semiconductors and cellular telecommunications. Mr. Karnani has a master’s degree from the Kellogg School of Management at Northwestern University, a master’s degree in electrical engineering from Case Western Reserve University and a bachelor of science degree in electrical engineering from University of Bombay, India.

Jeffrey D. Kent, M.D., FACP, FACG. Dr. Kent has served as our executive vice president, medical affairs and outcomes research since joining Horizon in May 2012. Before that Dr. Kent was executive director, medical affairs at Astellas Pharmaceuticals, a public Japanese biopharma company, from 2011 to 2012. Prior to Astellas, he spent more than eight years as global project head for medical affairs in immunology at Abbott Laboratories, then a public health care and pharmaceutical company. Dr. Kent also worked at G.D. Searle & Company (now Pfizer) from 1999 to 2003, and served in various capacities in research and development, including global director for valdecoxib (Bextra) development. A Fellow of the American College of Physicians (FACP) and a Fellow of the American College of Gastroenterology (FACG), Dr. Kent received his M.D. from the Jefferson Medical College in Philadelphia, Pennsylvania. He completed a residency in Internal Medicine at Thomas Jefferson University Hospital and a fellowship in gastroenterology and hepatology at Rush Presbyterian St. Luke’s Hospital in Chicago.

Irina P. Konstantinovsky. Ms. Konstantinovsky has served as our executive vice president, chief human resources and chief diversity officer since November 2020 and served as our executive vice president, chief human resources officer from September 2017 to November 2020. Prior to Horizon, from August 2012 to September 2017, she was vice president of global talent at Baxter International Inc., a healthcare products company, where she led a team of talent professionals worldwide and oversaw organizational effectiveness, leadership development, inclusion and diversity and talent acquisition. She and her team were responsible for talent management strategies, programs and systems for more than 50,000 employees worldwide. Prior to Baxter, Ms. Konstantinovsky spent 15 years in senior partner and director roles at Towers Watson (currently Willis Towers Watson), a global human-resources consulting firm serving Fortune 1000 companies. Ms. Konstantinovsky has a bachelor of arts in education from the University of Buenos Aires and two master’s degrees, one in higher education and one in industrial and labor relations from Cornell University. In addition, she serves as chair on the board of the Human Resource Management Association of Chicago and on the executive committee of the board of directors of the YWCA of Metropolitan Chicago.

Barry J. Moze. Mr. Moze has served as our executive vice president, chief administrative officer since February 2017. Prior to that, Mr. Moze was our executive vice president, chief operating officer from February 2016 to January 2017 and was our executive vice president, corporate development from May 2014 to January 2016. Prior to joining Horizon, Mr. Moze spent more than 28 years as a partner of Crystal Clear Communications, a consulting firm focused on the development and execution of corporate strategies. Prior to Crystal Clear, Mr. Moze was a founder and president of Review Services and Asset Management Group, a licensed investment advisory firm.

Andy Pasternak. Mr. Pasternak has served as our executive vice president, chief strategy officer since March 2020 and previously served as our executive vice president, chief business officer from November 2019 until March 2020. Prior to joining Horizon, Mr. Pasternak served as a partner of Bain & Company, Inc., a global management consulting firm, from 2008 until October 2019,

 

Horizon  |  Proxy Statement 34


Table of Contents

where he most recently led Bain & Company’s healthcare practice in the Americas and was a member of the mergers and acquisition practice. Mr. Pasternak earned a master of business administration degree from the University of Chicago and a bachelor of arts degree in economics from Northwestern University.

Karin Rosén, M.D., Ph.D. Dr. Rosén has served as our executive vice president, research and development and chief scientific officer since November 2020. Prior to joining Horizon, Dr. Rosén served as senior vice president, U.S. medical affairs at GlaxoSmithKline plc, a pharmaceutical company, from November 2018 until November 2020. Before that, Dr. Rosén served as senior vice president, U.S. and global medical affairs at Aimmune Therapeutics, Inc., a biopharma company, from July 2017 until October 2018. Prior to Aimmune, she served as therapeutic area head, immunology and lead medical director at Genentech, a biotechnology company and member of the Roche Group, from June 2013 until September 2017. Dr. Rosén received her medical degree and doctorate from Lund University in Lund, Sweden.

Jeffrey W. Sherman, M.D., FACP. Dr. Sherman has served as our executive vice president, chief medical officer since January 2018. From September 2014 to January 2018, Dr. Sherman served as our executive vice president, research and development and chief medical officer. He joined Horizon in 2009 as our executive vice president, development, manufacturing, regulatory affairs and chief medical officer. Prior to joining Horizon, Dr. Sherman served as president and board member of the Drug Information Association (DIA), a nonprofit professional association of members who work in government regulatory, academia, patient advocacy and the pharmaceutical and medical device industry. Before that he held other management roles at IDM Pharma, Inc., Takeda Global Research & Development, NeoPharm, Inc. and G.D. Searle, LLC/Pharmacia. Dr. Sherman serves on the board of directors of Strongbridge Biopharma plc and Xeris Pharmaceuticals Inc, both public biopharma companies, and the Board of Advisors of the Center for Information and Study on Clinical Research Participation (CISCRP). He is an adjunct assistant professor of Medicine at the Northwestern University Feinberg School of Medicine and a diplomat of the National Board of Medical Examiners and the American Board of Internal Medicine. Dr. Sherman received his M.D. from the Rosalind Franklin University/Chicago Medical School.

 

Horizon  |  Proxy Statement 35


Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) discusses the compensation philosophy, policies and principles underlying our executive compensation decisions made for 2020 compensation. This CD&A provides qualitative information on the factors relevant to these decisions and the manner in which compensation is awarded to the following executive officers who have been named in the Summary Compensation Table included in this Proxy Statement and whom we refer to as our named executive officers (NEOs).

 

Timothy P. Walbert

   Chairman, President and Chief Executive Officer

Paul W. Hoelscher

   Executive Vice President, Chief Financial Officer

Andy Pasternak

   Executive Vice President, Chief Strategy Officer

Jeffrey W. Sherman, M.D., FACP

   Executive Vice President, Chief Medical Officer

Barry J. Moze

   Executive Vice President, Chief Administrative Officer

Quick CD&A Reference Guide

 

Executive Summary

         Page 37      

2020 Pay-for-Performance Overview

         Page 39      

Objectives and Philosophy

         Page 40      

Compensation Determination Process

         Page 41      

Elements of Executive Compensation

         Page 42      

Base Salary

         Page 44      

Short-Term Incentives

         Page 45      

Long-Term Incentives

         Page 51      

Additional Compensation Policies and Practices

         Page 55      

 

Horizon  |  Proxy Statement 36


Table of Contents
Executive Summary

2020 – Year at a Glance

Record Net Sales and Strong Shareholder Returns

 

LOGO

 

(1)

Adjusted EBITDA is a non-GAAP measure. Please refer to the discussion of non-GAAP financial measures and the reconciliations to GAAP measures beginning on page 122 of our Annual Report on Form 10-K for the year ended December 31, 2020.

Except for 1-, 3- and 5-year total shareholder return, growth percentages represent comparison to full-year 2019.

TSR: Total shareholder return through December 31, 2020. | NBI: Nasdaq Biotechnology Index.

A Banner Year for Horizon

 

 

 

Strong Strategic Execution

     

 

•   Executed on our strategy to expand our pipeline for sustainable, long-term growth and maximize the value of our on-market medicines, particularly our growth drivers TEPEZZA and KRYSTEXXA, despite the negative impact of the COVID-19 pandemic

 

 

 

TEPEZZA

Our highly successful

growth driver biologic

for Thyroid Eye Disease

     

 

•   Launched TEPEZZA, the only approved medicine for Thyroid Eye Disease (TED), shortly after we received expedited FDA approval in January 2020, nearly two months before the targeted action date

 

 

•   One of the most successful rare-disease-medicine launches ever

 

 

•   Announced results of the OPTIC-X extension trial and the OPTIC 72-week off-treatment follow-up period; underscore the long-term durability of TEPEZZA, potential for retreatment and efficacy in patients with longer disease duration

 

 

•   Announced investment in expansion of TEPEZZA field organization, marketing initiatives, supply capacity and international markets to support continued strong growth

 

 

 

KRYSTEXXA

Our high-growth

biologic for

uncontrolled gout

     

 

•   Completed enrollment of MIRROR immunomodulation randomized controlled trial evaluating use of KRYSTEXXA plus methotrexate to increase the response rate; results expected in 2021

 

 

 

•   Announced MIRROR open-label trial results: 79% of patients achieved a complete response; adds to growing body of evidence supporting immunomodulation with KRYSTEXXA, with response rates for methotrexate, the most commonly used immunomodulator, between 79% and 100%, significantly higher than the 42% achieved in the Phase 3 program; real-world adoption increasing

 

 

•   Initiated shorter infusion duration trial

 

 

 

Our Pipeline

Our top strategic priority for long-term

growth

     

 

•   Acquired Curzion Pharmaceuticals and its LPAR1 antagonist candidate HZN-825; we plan to initiate Phase 2b pivotal trials in diffuse cutaneous systemic sclerosis and idiopathic pulmonary fibrosis in 2021

 

 

•   Announced global collaboration agreement with Halozyme for exclusive access to its drug-delivery technology for use in a subcutaneous TEPEZZA formulation

 

 

•   We now have four new trials designed to maximize the value of TEPEZZA and KRYSTEXXA for patients

 

 

•   In January 2021, entered into an agreement to acquire Viela Bio; adds a deep, mid-stage biologics pipeline with four candidates in nine development programs, a highly talented team with early-stage development and transactional capabilities and a recently approved biologic for a rare disease

 

 

Our Capital

Structure

Supporting our
Strategic Initiatives

 

     

 

•   Completed extinguishment of all $400 million of our exchangeable senior notes due 2022

 

 

•   Completed a public offering of ordinary shares, raising approximately $920 million in net proceeds

 

 

•   These and other initiatives we’ve undertaken since 2019 give us the flexibility to take advantage of the business development opportunities, such as the recently announced Viela Bio transaction

 

 

Our Purpose

Helping build healthier communities, urgently
and responsibly

   

 

•   Took steps to combat racism and foster inclusion, donating $500,000 to community organizations that are addressing racial inequality and racism, and $1 million to endow scholarships for students of color; instituted diversity and inclusion efforts within Horizon designed to foster allyship within the organization

 

 

•   Supported our employees during the COVID-19 pandemic, providing a one-time bonus, instituting a COVID leave policy, creating multiple caregiver support groups; made no furloughs or layoffs

 

 

•   Provided more than $3.7 million in financial donations to support COVID-19 response efforts

 

 

•   Continued to demonstrate high employee engagement, receiving 13 best workplace awards

 

 

Horizon  |  Proxy Statement 37


Table of Contents

For additional discussion about our business, our key differentiators, our pipeline and our key growth drivers TEPEZZA and KRYSTEXXA, see the discussion under the heading “Business Overview” in the Proxy Summary on page 3.

Total Shareholder Return

Our disciplined approach, clear strategy, business development capabilities and strong commercial, R&D and regulatory execution have resulted in strong returns for our shareholders. We continued to outperform both our peer group and the NBI, generating significant total shareholder return (TSR) over the one-, three- and five-year periods ended December 31, 2020. With our growing pipeline, our key growth driver medicines TEPEZZA and KRYSTEXXA, and our durable base of rare disease medicines, we believe Horizon is well positioned for sustainable long-term growth.

Our Total Shareholder Return Significantly Surpassed Our Peers and NBI

1, 3- and 5-Year Periods

 

LOGO

Note: The peer group used for the TSR calculations for the 1-, 3- and 5-year periods ended December 31, 2020 is our peer group shown on page 42.

Our Pay Program

Our compensation program continues to be based on attracting and retaining top talent with experience in building and leading a successful rare disease biotech company, while providing competitive compensation and benefits packages that create a direct, meaningful link between business results and compensation opportunities. In doing so, we believe our thoughtful approach aligns the interests of management, employees and shareholders in setting priorities and executing our long-term business strategy.

Say-on-Pay Results and Shareholder Engagement

We value the views of our shareholders and we continue to have significant and meaningful engagement each year with our shareholders regarding our compensation and governance, generally led by the Chairman of our Compensation Committee, and we plan to continue this practice. Feedback from these outreach efforts informs the Compensation Committee’s thinking when evaluating our current compensation program and when considering potential modifications to the program on a go-forward basis.

During our shareholder engagement cycle before our Annual General Meeting in April 2020, we offered engagement opportunities to shareholders who represented approximately 60 percent of our shares outstanding. Our shareholders appreciated the outreach and the feedback from this engagement was very positive. At our 2020 Annual General Meeting of Shareholders, our say-on-pay proposal received the support of 96 percent of the shares voted. We believe this high level of support is a result of our comprehensive shareholder outreach and engagement program to solicit feedback, understand investor viewpoints and incorporate their feedback into future evaluations of our compensation programs.

 

Horizon  |  Proxy Statement 38


Table of Contents

Changes to our compensation program over the past several years that were heavily influenced by shareholder feedback include:

 

   

Balance between short-term and long-term performance metrics. Shareholder feedback informed our decision to combine both a short-term business performance metric and long-term relative TSR metric for the performance share unit (PSU) awards granted as part of our annual long-term incentive plan. We have continued to use performance-based equity compensation in our annual long-term incentive plan, influenced by feedback from our on-going engagement with shareholders regarding executive compensation. In addition, beginning in 2021, our PSU design will include longer-term (two- or three-year) performance periods across all PSU performance goal components. We are making this change to avoid potential duplication of the performance goals for our annual bonus plan and in line with feedback received from shareholders during our outreach.

 

   

Incentive compensation recoupment policy. This policy enables us, in the event of a restatement of financial results, to recover performance-based cash and equity compensation if it is determined not to have been earned by our executive officers.

 

   

Annual long-term incentive grants. Our philosophy on granting equity has changed as a result of feedback. In January 2018, we shifted from “front-loaded” awards covering a multi-year period to regular, annual grants of long-term incentives.

We greatly value the dialogue we have with our shareholders and remain committed to conducting consistent engagement going forward.

2020 Pay-for-Performance Overview

A significant portion – and a higher percentage than the majority of our peers – of target total compensation for our chief executive officer (CEO) and other NEOs is structured in the form of “at-risk” compensation, consisting of annual performance-based incentives and PSUs.

In line with our compensation objectives, including linking executive pay with performance, short-term performance-based incentives and PSUs are dependent on Horizon’s performance, aligning our executives’ interests with those of our shareholders for near- and long-term performance. In addition, the restricted share unit (RSU) portion of the target total compensation has a time-based vesting component so that the total potential value realized from the RSU portion is dependent on our long-term share price performance.

Total target direct compensation for 2020 as shown below reflects annual base salary, annual bonus (short-term performance-based incentive plan), and PSU and RSU grant values as reported in the Summary Compensation Table. More than 60 percent of our CEO’s total target 2020 compensation was tied to achievement of specific performance goals, with time-based equity making up approximately 30 percent of the total.

 

CEO 2020 Pay Mix at Target    NEO 2020 Pay Mix at Target
LOGO    LOGO

 

Horizon  |  Proxy Statement 39


Table of Contents

Compensation Program and Governance

Our Compensation Committee is responsible for oversight of our compensation program. A significant part of this oversight is aligning management interests with our business strategies and goals, as well as the interests of our shareholders, while also mitigating excessive risk-taking. We continually take steps to strengthen and improve our executive compensation policies and practices. Highlights of our current policies and practices include:

 

   
What We Do    What We Don’t Do

  Align executive compensation with corporate and individual performance

 

  Maintain strong share ownership guidelines for our directors and executives

 

  Maintain appropriate balance between short- and long-term compensation, which discourages short-term risk taking at the expense of long-term results

 

  Seek annual shareholder advisory approval on our executive compensation

 

  Engage an independent consultant reporting directly to the Compensation Committee

 

  Apply anti-pledging and anti-hedging policy for our shares

 

  Cap short- and long-term incentive payouts

 

  Require a one-year holding period post-issuance on all post-2017 equity grants for executive officers

 

  Apply an incentive compensation recoupment “clawback” policy

 

  Conduct annual compensation risk assessments

 

  Actively engage with our shareholders

 

  

×   No guaranteed bonuses or salary increases

 

×   No repricing of stock options without shareholder approval

 

×   No dividends or dividend equivalents paid on unearned shares

 

×   No NEO excise tax gross-ups

 

Compensation Program Objectives and Philosophy

We believe in providing a competitive total compensation package to our executive officers through a combination of base salary, short-term performance-based cash incentives, long-term performance-based equity incentives, and severance and change-in-control benefits. Our executive compensation programs are designed to achieve the following objectives:

 

   

align the interests of our executive officers and shareholders by motivating executive officers to achieve performance objectives that are intended to increase shareholder value;

 

   

attract and retain talented and experienced executives to manage our business to meet our long-term objectives;

 

   

motivate and reward executives whose knowledge, skills and performance are critical to our success;

 

   

provide a competitive compensation package in which total compensation is determined in part by market factors, key performance objectives and milestones and the achievement level of these performance objectives and milestones by our executive officers; and

 

   

reward the achievement of key corporate and individual performance measures.

Our Compensation Committee believes that our executive compensation programs should include short- and long-term performance incentive components, including cash and equity-based compensation, and should reward consistent performance that meets or exceeds expectations. The Compensation Committee evaluates both performance and compensation to make sure that the total compensation provided to our executive officers remains competitive relative to compensation paid by companies of similar size and stage of development, operating in the biotech industry and appropriately reflects our relative performance and our own strategic objectives.

 

Horizon  |  Proxy Statement 40


Table of Contents
Compensation Determination Process

Role of Compensation Committee

The Compensation Committee seeks to ensure that our executive compensation program is properly rewarding and motivating our executive officers while aligning their goals with our business strategy and the interests of our shareholders. To do this, our Compensation Committee conducts an annual review of the aggregate level of our executive compensation and the mix of elements used to compensate our executive officers and historic compensation levels, including prior equity awards.

When setting executive compensation opportunities, the Compensation Committee considers several factors, including:

 

   

each NEO’s role and responsibilities;

 

   

achievement of key performance objectives and milestones;

 

   

market factors, such as compensation practices of peer companies;

 

   

compensation survey data, as applicable, such as the Radford Global Life Sciences Survey; and

 

   

retention concerns.

In addition, in 2020, the Compensation Committee considered the impact of the COVID-19 pandemic on our performance and executive compensation opportunities and made mid-year adjustments to our executive compensation program as discussed below under the heading “COVID-19 Related Adjustments.”

Role of Chief Executive Officer in Compensation Decisions

Our CEO typically evaluates the performance of other executive officers and other employees, along with the performance of the Company as a whole, against previously determined objectives, on an annual basis and makes recommendations to the Compensation Committee with respect to annual base salary adjustments, short-term performance based cash incentives and annual equity grants for the other executives. The Compensation Committee exercises its own independent discretion in approving compensation for all executive officers and assessing corporate performance against the pre-established objectives. The CEO is not present during deliberations or voting with respect to his own compensation.

Risk Analysis

The Compensation Committee has reviewed our compensation policies applicable to our executive officers and other employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. The design of our compensation policies and programs encourages our executive officers and other employees to remain focused on both our short- and long-term goals. For example, while our short-term incentive plan measures performance on an annual basis, our equity LTIP awards, which consist of time-based equity awards (RSUs) and performance-based equity awards (PSUs) vest over a number of years. Furthermore, a portion of our PSUs require that we achieve a specified level of performance over multi-year periods, which we believe encourages our employees to focus on execution of our long-term strategy, thus limiting the potential value of excessive risk-taking.

Role of Independent Consultant

The Compensation Committee retains the services of third-party, independent executive compensation consultants from time to time, as it sees fit, in connection with the establishment of compensation programs and related policies. The Compensation Committee has engaged Radford, which is part of the Rewards Solutions practice at Aon plc, as its independent consultant since 2016. Total fees paid to Radford in 2020 were approximately $407,000. Radford was engaged to assist and advise on all aspects of compensation program design and pay setting, including, but not limited to, the following services:

 

   

providing the Compensation Committee information on compensation-related trends and developments in the marketplace;

 

   

informing the Compensation Committee of regulatory developments relating to executive compensation practices;

 

   

advising the Compensation Committee on appropriate peer companies for compensation pay levels and design practices, as well as relative performance comparisons;

 

   

assessing the executive compensation structure to confirm that no design elements encourage excessive risk taking;

 

   

assessing the relationship between executive compensation and corporate performance; and

 

   

advising on market trends in the industry, including the impact of the COVID-19 pandemic on compensation program design.

 

Horizon  |  Proxy Statement 41


Table of Contents

The Compensation Committee has assessed the independence of Radford under the applicable SEC and Nasdaq standards and concluded that the continued engagement of Radford did not raise any conflict of interest and did not adversely affect Radford’s independence.

Peer Group

Although our Compensation Committee has historically used the survey data from Radford as a tool in determining executive compensation, it typically has not used a formula or “benchmark” to set our executives’ compensation in relation to this data. Instead, the Compensation Committee generally references the 50th percentile of comparable peer companies in combination with multiple other factors, such as the executives’ respective levels of experience and responsibility in determining the total target cash compensation for all executives. The peer group used for making 2020 compensation decisions and comparative performance analysis is shown below and was updated by our Compensation Committee in July 2019, with a focus on publicly traded commercial biotechnology and pharmaceutical companies.

 

Alkermes plc

   Incyte Corporation    Sarepta Therapeutic    

Alnylam Pharmaceuticals, Inc.

   Ionis Pharmaceuticals, Inc.    Seagen, Inc.    

BioMarin Pharmaceutical Inc.

   Jazz Pharmaceuticals plc    Ultragenyx Pharmaceutical Inc    

Bluebird bio, Inc.

   Nektar Therapeutics    United Therapeutics Corporation    

Exelixis, Inc.

   Neurocrine Biosciences         

The selection criteria used, as well as Horizon’s position relative to each criterion at the time of the peer group review process, were:

 

     

 

Criteria

 

  

 

Horizon Position

 

    

 

Headcount

 

  

 

between 450 and 4,000 employees

 

  

 

59th percentile

 

   

 

Revenue

 

  

between $500 million and $4.5 billion

 

  

 

71st percentile

 

   

 

Market Capitalization

 

  

 

between $1.5 billion and $15.0 billion

 

  

18th percentile

(based on a
30-day average)

 

   

 

Elements of Executive Compensation

Our executive compensation program primarily consists of base salary, annual cash incentives and long-term incentives delivered through equity and cash awards. Employees in more senior roles have an increasing proportion of their total pay package at risk and tied to performance given their position of having greater influence on our performance results.

 

       
Element    Form   

Performance

Period

   Objective
Base Salary    Cash
(fixed)
   N/A   

•   Recognition of an individual’s role and responsibilities

•   Provides competitive pay for retention purposes

Short-Term Incentive    Cash
(variable)
   Annual   

•   Variable pay designed to reward achievement of annual financial and strategic objectives and individual goals

Long-Term Incentives   

PSU awards (variable)

 

RSU awards

(variable)

   Multi-year

or Annual

 

N/A

  

•   Promotes an ownership culture

•   Aligns the interests of executives with those of shareholders

•   Provides meaningful incentives for management to execute on longer-term financial and strategic goals that drive shareholder value creation and support our retention strategy

 

Horizon  |  Proxy Statement 42


Table of Contents

2020 Executive Compensation at a Glance

 

         
Element    Form    Performance
Period
 

2020

Metrics

  2020 Performance Levels
(% of Target Achieved)
Base Salary    Cash
(fixed)
   N/A   N/A   N/A
Short-Term Incentive    Cash
(variable)
   Annual  

Financial (65%):

•   Business unit net sales:

  Gout (20%)

  Ophthalmology (10%)

  Rare Disease (7.5%)

  Inflammation (2.5%)

 

•   Adjusted EBITDA (25%)

 

Strategic (35%):

•   Culture and compliance (10%)

•   Business development (10%)

•   R&D and technical operations (10%)

•   Strategy and financing initiatives (5%)

 

COVID-19 Modifier (100%):

•   TEPEZZA 2nd Half Net Sales

 

Financial:                      106.0%(1)

 

•   19.2%

•   20.0%

•   13.8%

•     2.9%

 

•   50.0%

 

Strategic:                         70.0%

•   20.0%

•   20.0%

•   20.0%

•   10.0%

 

COVID-19 Modifier:      100.0%

 

Total with Modifier:      276.0%

 

Reduction to Cap:        (76.0)%

 

Total Payout:                200.0%

Long-Term Incentives    PSU awards
(variable)

 

 

RSU awards

(variable)

   Multi-year

or Annual

 

 

N/A

 

Net Sales (70%):

•   TEPEZZA (20%)

•   KRYSTEXXA (40%)

•   U.S. Rare Disease (10%)

 

3-Year Relative TSR (30%)

 

N/A

 

 

•   200.0%(2)

•   N/A(3)

•   162.5%

 

•   N/A(4)

 

•   N/A

 

(1)

Each of the reported achieved percentages for the financial goals reflects rounding and therefore such amounts do not exactly total the deemed aggregate percentage of achievement of the financial objective goals, which was determined to be approximately 106.0 percent.

(2)

A two-year (2020-2021) performance period was set for the TEPEZZA PSUs; however, 200 percent of the target performance goal was attained during 2020.

 

(3)

Not applicable given the 18-month (2020-June 30, 2021) KRYSTEXXA performance period.

 

(4)

Not applicable given three-year (2020-2022) Relative TSR performance period.

“Variable” compensation is compensation in which the ultimate value received is contingent either 1) on performance, typically measured as financial, operational, or stock price performance, such as for PSUs; or 2) on the stock price value at the vesting date, such as for RSUs.

COVID-19 Related Adjustments

Prior to mid-March 2020, our corporate performance was in line or exceeding our expectations, in great part due to the successful commercial efforts across our business. The onset of the COVID-19 pandemic and the subsequent Center for Disease Control (CDC) stay-at-home guidelines had a significant and unfavorable impact on our business units and therefore on our performance. The magnitude of the impact differed by medicine, with KRYSTEXXA being the most affected; however, all medicines were negatively impacted to some extent. KRYSTEXXA and TEPEZZA, being infused medicines, were impacted as patient visits to physician offices decreased substantially, either due to patient preference or to the closure or reduced operations of physician offices. The limited access to physician offices also affected the ability of the sales representatives for our inflammation business unit to visit physician offices to promote our medicines.

At the onset of the pandemic, in addition to working to support patients, physicians and our communities, we took steps to ensure the health, safety and welfare of our employees, including:

 

   

implementing travel restrictions and remote working; in infrequent cases where employees came to the office for business-critical requirements, testing was provided before they came to the office;

 

Horizon  |  Proxy Statement 43


Table of Contents
   

providing a special one-time bonus for all employees, excluding executive officers, to support them through the pandemic and to show our appreciation for their efforts and dedication during the challenging period;

 

   

implementing a COVID-19 leave policy with 100 percent pay continuation for U.S. employees affected by the virus or needing to care for a family member with the virus, and paid leave for medical professional employees who wished to assist with pandemic-related efforts;

 

   

providing employees with personal protective equipment; and

 

   

making no furloughs or lay-offs as a result of the pandemic.

These efforts exemplify the leading human capital management practices we employ – efforts our employees value, as shown by the high participation rate and results of several “pulse” employee surveys in 2020 as well as the multiple best-workplace recognitions we have consistently received.

From the onset of the pandemic, the executive team held frequent calls with the Board to discuss the impact of the COVID-19 pandemic on our operations, employees and our short- and long-term strategic priorities. In addition, the Compensation Committee had numerous conversations to discuss the impact of the COVID-19 pandemic on our employees, operations and on our short- and long-term incentive plans. The Compensation Committee also engaged Aon to monitor trends in the industry related to executive compensation in light of the pandemic and to provide recommendations based on the impact of the COVID-19 pandemic on performance metrics of our short- and long-term incentive plans.

In July 2020, it became clear that the impact of the COVID-19 pandemic on first-half 2020 performance made achieving certain full-year 2020 threshold targets for the 2020 short- and long-term incentive plans highly unlikely. After reviewing the impact of the pandemic to date, as well as the projected potential impact to performance for the remainder of the year, the Compensation Committee approved certain modifications to our 2020 short- and long-term incentive plans. These steps were taken to appropriately balance several considerations:

 

   

to address the impact of COVID-19 pandemic on performance;

 

   

to ensure recognition of the strong execution of our strategy and the strong performance resulting from our commercial performance before the pandemic;

 

   

to recognize the outstanding efforts our employees made from the onset of the COVID-19 pandemic to maintain existing programs and support initiatives designed to mitigate the impact of the pandemic on our business; and

 

   

to incentivize performance in the second half of 2020.

The COVID-19-related modifications to our 2020 short- and long-term incentive plans included:

 

   

a shift in the 2020 performance metric used to determine the achievement of payouts of our short-term corporate bonus plan for employees other than our executive officers;

 

   

the addition of a COVID-19 Modifier for our executive officers, including our NEOs, to our short-term performance-based plan; and

 

   

to our long-term performance-based incentive plan, the extension of the KRYSTEXXA PSU performance period by an additional six months and a reduction of the maximum payout levels from 200 percent to 150 percent of target.

The modifications to our short-term performance-based incentive plan are further discussed below under the heading “COVID-19-Related Modifications to the 2020 Short-Term Incentive Plan.” The modifications to the KRYSTEXXA PSUs are further discussed below under the heading “COVID-19 Related Modification of KRYSTEXXA PSUs.”

The adjustment of NEO performance-based awards mid-year was an unusual event that the Compensation Committee determined was appropriate due to the unique situation of the COVID-19 pandemic and its unforeseen impacts and dynamics outside of our control that affected our performance and executive compensation programs. Our Compensation Committee will continue to monitor the impact of the COVID-19 pandemic and other global health concerns on our executive compensation philosophy.

Base Salary

Base salaries for our executive officers are established based on the individual’s scope of responsibilities, experience and market factors. Base salaries are generally reviewed annually, typically in connection with our annual executive compensation review process. The Compensation Committee references survey and peer group data to understand the marketplace for individuals in similar positions at the peer group companies. Based on the survey and peer group data, the Compensation Committee determined that a 3.5 percent increase to the base salaries of our NEOs was appropriate and was consistent with industry trends.

 

Horizon  |  Proxy Statement 44


Table of Contents

The annual base salaries of our NEOs as of March 1, 2020, and the increase from their prior base salary levels, were as follows:

 

     
Executive   

2020

Base Salary

     % Increase  

Timothy P. Walbert

   $ 1,152,933        3.5

Paul W. Hoelscher

   $ 603,917        3.5

Andy Pasternak

   $ 672,750        3.5

Jeffrey W. Sherman, M.D., FACP

   $ 581,957        3.5

Barry J. Moze

   $ 632,466        3.5

Short-Term Incentives

Individual Performance-Based Bonus Opportunities

We provide performance-based cash annual bonuses as an incentive for our executives to achieve defined, corporate financial goals, as well as certain corporate strategic objectives. These bonuses may range in payout from 0 percent to 200 percent of targeted payout levels.

The overall general structure of this program has remained unchanged since 2014. The target bonus opportunities for our named executive officers remained unchanged from prior levels. 2020 bonus opportunities as a percentage of base salary were as follows:

 

       
Executive    Threshold      Target      Maximum  

Timothy P. Walbert

     86.25      115      230

Paul W. Hoelscher

     45      60      120

Andy Pasternak

     45      60      120

Jeffrey W. Sherman, M.D., FACP

     45      60      120

Barry J. Moze

     45      60      120

Our short-term incentive plan provides our executives the opportunity to earn performance-based cash awards based on the achievement of a combination of financial goals (65 percent weighting) and strategic goals (35 percent weighting). The Compensation Committee increased the strategic goal weighting component of the annual incentive plan for 2020 by 5 percent, resulting in a weighting of 35 percent, to provide additional incentives for achieving our new Strategy and Financing Initiatives goal.

Financial Goals

The Compensation Committee established the financial goals for the 2020 plan year in January 2020. The goals have a total weighting of 65 percent. The performance targets for the 2020 calendar year were allocated between specific net sales goals for each of our four business units, identified below, and adjusted earnings before interest, tax, depreciation and amortization (adjusted EBITDA).

Net Sales

For the 2020 plan year, the Compensation Committee established the net sales goals for four business units – gout (previously known as rheumatology), ophthalmology, rare disease (previously known as orphan) and inflammation. The Compensation Committee weighted the goals as set forth in the table below.

 

     
              Performance Levels  

Business Unit

Net Sales

($ millions)

  

Percentage

of Target

Bonus

    

Threshold

75%

    

Target

100%

     125%      150%     

Maximum

200%

 

Gout

     20.00    $ 371      $ 412      $ 438      $ 472      $ 500  

Ophthalmology

     10.00    $ 31      $ 40      $ 60      $ 70      $ 83  

Rare Disease

     7.50    $ 511      $ 538      $ 546      $ 555      $ 565  

Inflammation

     2.50    $ 379      $ 399      $ 419      $ 439      $ 479  

 

Horizon  |  Proxy Statement 45


Table of Contents

In setting the net sales goals for 2020, the Compensation Committee allocated a greater weighting to the gout and ophthalmology business units than the rare disease and inflammation business units. The gout and ophthalmology business units are the primary focus of our strategy and business investment and are expected to drive the majority of our future net sales growth.

Adjusted EBITDA

Additionally, the Compensation Committee established the adjusted EBITDA goal for 2020 and weighted the goal as follows:

 

     
              Performance Levels  

Adjusted

EBITDA

($ millions)(1)

  

Percentage

of Target

Bonus

    

Threshold

75%

    

Target

100%

     125%      150%     

Maximum

200%

 
       25.0    $ 477      $ 490      $ 515      $ 540      $ 590  

 

(1)

Adjusted EBITDA: Adjusted earnings before interest, taxes, depreciation and amortization and other amounts (EBITDA) is used and provided as a non-GAAP financial measure so our investors have a more complete understanding of our financial performance. In addition, this non-GAAP financial measure is among the indicators our management uses for planning and forecasting purposes and measuring our performance.

Strategic Goals

The Compensation Committee established four strategic goals (with a total weighting of 35 percent) for 2020:

 

   

Culture and Compliance (10%)

 

    •

Ensure a corporate culture of compliance by ensuring effective processes and training are in place.

 

    •

Achieve scores and participation levels at or above external benchmarks in employee surveys.

 

    •

Achieve recognition as a great place to work in at least three well-known published workplace rankings.

 

    •

Continue to support inclusion and diversity initiatives.

 

    •

Improve employee engagement results in Dublin compared to 2019.

 

    •

Establish key leadership development programs.

 

   

Research and Development and Technical Operations Milestones (10%)

 

    •

Achieve key clinical, regulatory and technical operations milestones by certain specified deadlines for TEPEZZA and KRYSTEXXA trials.

 

   

Business Development (10%)

 

    •

Continue to grow and diversify the product portfolio and pipeline by announcing new acquisition(s) and/or licensing transactions that advance our strategic goals.

 

    •

Complete at least one transaction that expands our development pipeline.

 

    •

Complete at least one venture capital investment of $5 million or greater to broaden our access and awareness of early-stage acquisition and licensing opportunities.

 

   

Strategy and Financing Initiatives (5%)

 

    •

Subject to business development activities and market conditions, complete financing transactions that enhance our capital structure profile and lower our financing costs.

 

    •

Secure and enhance more favorable access to TEPEZZA and KRYSTEXXA treatments.

 

    •

Increase KRYSTEXXA benefits investigation (BI) to intravenous treatment (IV) (BI-to-IV) conversion rate.

For 2020, the Compensation Committee added Strategy and Financing Initiatives as a new strategic goal with a weighting of 5 percent in recognition of the importance and relevance they have on driving our long-term growth.

The Compensation Committee chose these four strategic goals because these are the best indicators of the achievement of our operating plan, and they represent the factors most critical to increasing total shareholder value.

 

Horizon  |  Proxy Statement 46


Table of Contents

COVID-19 Related Modifications to the 2020 Short-Term Incentive Plan

As previously discussed above under the heading “COVID-19 Related Adjustments,” the COVID-19 pandemic had a significant and unfavorable impact on our business units and therefore on our performance. Prior to mid-March 2020, our performance was in line or exceeding our expectations, in large part due to the success of our commercialization efforts. From mid-March 2020 through the end of May, however, the COVID-19 pandemic had a significant impact on our commercialization efforts, in particular on the gout and inflammation business units, and also on our ophthalmology business unit. The stay-at-home guidelines that took effect in March affected patient comfort levels in visiting physician offices as well as limited the access to physician offices. For KRYSTEXXA, this resulted in a slowdown of patients expected to start therapy; more significantly, we experienced a significant decrease in expected new KRYSTEXXA patient generation. Our inflammation medicines, which are highly sensitive to on-site promotion, were also affected by the limited access to physicians. For TEPEZZA, we saw a noticeable decline in patient enrollment forms, an indication of the intent to prescribe, from mid-March, in line with the onset of the stay-at-home guidelines.

Based on a review of the first-half 2020 performance, the Compensation Committee determined that due to the COVID-19 impact on certain business units, unless we modified our 2020 annual bonus plan, our employees and executives would not be compensated appropriately for their efforts during a very difficult but successful and transformative year. As of July 2020, our gout and inflammation business units were not on track to meet the annual bonus plan minimum threshold goals, and our rare disease business unit was on track to perform below the target performance level. The Compensation Committee therefore approved modifications to the short-term incentive plan to address the COVID-19 impact on elements of performance that were beyond our control; to ensure recognition of the significant efforts employees made before and during the pandemic to support ongoing operations; and to incentivize our employees and executives to drive strong performance in the second half of 2020. The process of this review led the Compensation Committee to approve distinct modifications for employees as compared to those for executive officers.

For employees other than our executive offices, the Compensation Committee approved a modification to the performance metrics of the annual corporate bonus plan: the basis of achievement for the net sales performance goals was shifted to the aggregate total Company net sales from the original business unit performance goals. Therefore, instead of separate business unit weightings for net sales performance goals, the applicable achieved performance levels and related bonus payouts for 2020 are based on total company aggregate net sales goals. This modification was made to mitigate the skewed business unit impact of the pandemic on the non-executive officer bonus program payouts and to incentivize continued strong performance during the second half of the year.

For our executive officers, which includes our NEOs, the Compensation Committee determined that it would not modify the original program goals, and therefore the original bonus plan goals remain unchanged. However, the Board approved an additional incentive for the executive officers in the form of a COVID-19 Modifier that would align to our adjusted performance goals for TEPEZZA for the second half of 2020, which we believed would be the most significant driver of shareholder value in the second half of the year. The COVID-19 Modifier was also added to provide our executive officers with additional performance incentives in light of the unprecedented challenges associated with the COVID-19 pandemic and the remote working conditions. At the time the COVID-19 Modifier was approved in July 2020, the duration and magnitude of the pandemic on healthcare in general and our Company specifically through the remainder of 2020 was highly uncertain, as was its potential impact on our net sales, including those of TEPEZZA.

The achievement of the COVID-19 Modifier was based on the net sales of TEPEZZA for the period of July through December 2020. The goal was considered achieved if TEPEZZA second-half 2020 net sales totaled $450 million or greater, consistent with the net sales guidance we publicly announced in our second-quarter 2020 earnings press release. If met, 100 percent of the executive’s 2020 target bonus would be added to the 2020 short-term incentive plan’s actual performance-level achievement (after considering both strategic and financial goals). However, the maximum amount payable to any executive officer as a performance-based cash annual bonus, inclusive of the COVID-19 Modifier, was capped at 200 percent of the original target bonus, so as to not increase the original maximum potential annual bonus award executive officers would be eligible to earn for 2020.

The Compensation Committee determined that this modification to our 2020 annual bonus program was the best compromise between leaving the original performance goals unchanged and addressing the unanticipated impacts of COVID-19 on our business and providing attainable incentive targets to our executives that would drive performance in the second half of 2020 while also limiting the upside of potential awards to executive officers.

 

Horizon  |  Proxy Statement 47


Table of Contents

How Did We Do?

Financial Goals

Actual results in 2020 for each financial goal were as follows:

 

     

Financial Goal

(65% Weighting)

($ millions)

 

          2020 Performance  
   Percentage of Target
Bonus
     Actual      % Achieved      % of Total
(Target x
% Achieved)
 

Net Sales

             

Gout

     20.0    $ 406        96.2      19.2

Ophthalmology

     10.0    $ 820        200.0      20.0

Rare Disease

     7.5    $ 562        184.0      13.8

Inflammation

     2.5    $ 413        117.3      2.9

Adjusted EBITDA

             

Full-Year 2020

     25.0    $ 999        200.0      50.0

Aggregate Financial Performance Achieved: 

 

              106.0 %(1) 

 

(1)

Each of the reported achieved percentages in the table above reflects rounding and therefore such amounts do not exactly total the deemed aggregate percentage of achievement of the financial objective goals, which was determined to be approximately 106.0 percent.

Strategic Goals

In addition, the Compensation Committee considered the strategic measures (as described above) to be achieved at 200 percent of the 35 percent strategic target, or 70 percent, for the year. This achievement level was determined based on numerous factors:

With respect to our culture and compliance objectives, we:

 

   

Ensured a corporate culture of compliance by ensuring effective processes and training are in place: We conducted nearly 90 training programs on key ethics and compliance-related topics.

 

   

Achieved above-industry-average results on employee surveys: Due to COVID-19, we shifted our focus to address key aspects that were critical to our employees. As part of the shift, we did not conduct an annual engagement survey, but instead did “pulse” surveys as well as a feedback survey on our Code of Conduct and Ethics.

 

   

Achieved recognition as a great place to work in 13 well-known published workplace rankings: Underscoring the high levels engagement of our employees, we continued to achieve recognition in well-known published workplace rankings, including six FORTUNE and Great Place to Work® workplace rankings:

 

    

Best Workplaces in Health Care & BioPharma (the fourth consecutive year to be named to the list);

 

    

Best Small & Medium Workplaces (fifth consecutive year);

 

    

Best Workplaces for Parents (second consecutive year);

 

    

Best Workplaces for Millennials (first time); and

 

    

Great Places to Work – Ireland (Small Companies) (first time); and

 

    

Best Places to Work in Chicago (fourth consecutive year).

We were also named in PEOPLE’s 50 Companies That Care ranking in 2020 for the second time.

 

   

Improved employee engagement results in Dublin compared to 2019: We saw significant improvement in the engagement results for our aggregate Dublin employees compared to 2019, which we attribute to several initiatives we put in place to address lower scoring areas of the 2019 survey. In addition, we achieved external recognition by placing for the first time on the Great Places to Work – Ireland (Small Companies) 2020 list.

 

   

Established key leadership development programs: In addition to our multiple established leadership development programs, we hosted more than 20 leader calls in 2020, with content focused on helping managers lead their teams during the COVID-19 pandemic and the ensuing remote working environment, primarily focusing on employee engagement, well-being, team effectiveness, supporting caregivers and mitigating burnout.

 

Horizon  |  Proxy Statement 48


Table of Contents
   

Continued to support inclusion and diversity initiatives: In 2020, we allocated additional resources to focus on enhancing organizational diversity and inclusion, appointing Irina Konstantinovsky as our chief diversity officer and creating and filling a position for a director of diversity and inclusion. We introduced our RiSE initiative, a multi-pronged approach to further embed inclusion, diversity, equity and allyship at all levels of the organization. We conducted thorough in-depth assessments of our top leaders to determine their inclusive leadership capabilities and made diversity and inclusion coaching available. We also dedicated a Horizon employee to a one-year external fellowship for the CEO Action for Racial Equity Initiative.

The Compensation Committee considered the culture and compliance goal to be achieved at 200 percent.

With respect to our research and development and technical operations milestone objectives, we achieved multiple milestones for TEPEZZA and KRYSTEXXA:

 

   

Received accelerated FDA approval of TEPEZZA: We received accelerated FDA approval for TEPEZZA on January 21, 2020, nearly two months before its Priority Drug User Fee Act (PDUFA) action date of March 8, 2020. The approval was for the treatment of thyroid eye disease, a broader indication than the clinical trial program criteria.

 

   

Presented KRYSTEXXA MIRROR open-label immunomodulation trial data: On January 13, 2020, we announced topline results of the MIRROR open-label trial that indicated a significant increase in response rate. The data showed that 79 percent of patients treated with KRYSTEXXA in combination with the immunomodulator methotrexate achieved a complete response, nearly double the 42 percent achieved with KRYSTEXXA alone in the Phase 3 clinical program.

 

   

Completed enrollment for KRYSTEXXA MIRROR registrational immunomodulation trial: On July 22, 2020, we announced that we had achieved the target enrollment of 135 patients in the MIRROR randomized controlled trial (RCT), despite the impact of COVID-19. Enrollment was completed in August with a total of 145 patients. MIRROR RCT is the largest randomized controlled trial to evaluate immunomodulation with KRYSTEXXA and is designed to be registrational for potential update of the KRYSTEXXA label to include immunomodulation with methotrexate.

 

   

Initiated KRYSTEXXA shorter infusion duration proof-of-concept open-label trial: On October 29, 2020, we announced the initiation of enrollment in our KRYSTEXXA open-label shorter infusion duration trial. The trial is evaluating a shorter infusion duration for KRYSTEXXA co-prescribed with methotrexate to treat patients with uncontrolled gout. Currently infused over a two-hour or longer timeframe, a shorter KRYSTEXXA infusion duration could meaningfully impact the experience for patients, physicians and sites of care.

 

 

In addition, in 2020 we also:

 

   

Expanded our clinical program for HZN-825 to include a clinical development program for HZN-825 in interstitial lung diseases (ILD). We plan to initiate a Phase 2b pivotal trial for HZN-825 in 2021 in idiopathic pulmonary fibrosis, which is a rare progressive lung disease with a median survival of less than five years and the most common ILD.

The Compensation Committee considered the research and development and technical operations milestone goal to be achieved at 200 percent.

With respect to our business development objectives, we:

 

   

Continued to grow and diversify the product portfolio and pipeline and completed transactions that expanded our development pipeline: In April 2020, we acquired Curzion Pharmaceuticals, Inc. and its lysophosphatidic acid 1 receptor (LPAR1) antagonist candidate, which we renamed HZN-825, for the treatment of diffuse cutaneous systemic sclerosis. In November 2020, we announced a global collaboration and license agreement with Halozyme giving us exclusive access to Halozyme’s ENHANZE® drug delivery technology for subcutaneous formulation of medicines targeting IGF-1R, which we intend to use to develop a subcutaneous formulation of TEPEZZA.

 

   

Committed to an aggregate investment of $67 million in four venture capital funds to broaden our access and awareness of early-stage acquisition and licensing opportunities.

The Compensation Committee considered the business development goal to be achieved at 200 percent.

With respect to our strategy and financing objectives, we:

 

   

Completed two financing transactions that enhanced our capital structure profile and lowered our financing costs: In 2020 we completed a public offering of ordinary shares, raising approximately $920 million in net proceeds to facilitate our growth strategy. We also extinguished all $400 million of our 2.50 percent exchangeable senior notes due 2022. We ended 2020 with a very strong capital structure and liquidity position with cash and cash equivalents of $2.080 billion and total principal amount of debt outstanding of $1.018 billion.

 

Horizon  |  Proxy Statement 49


Table of Contents
   

Secured and enhanced favorable access to TEPEZZA and KRYSTEXXA treatments: In July 2020, we obtained a permanent, specific Healthcare Common Procedure Coding System (HCPCS) J-code for TEPEZZA, which became effective in October, facilitating faster reimbursement process in outpatient treatment settings. In addition, more than 95 percent of priority payers have established formal policies for TEPEZZA. Access to KRYSTEXXA remains acceptable for patients qualifying for treatment.

 

   

In another notable achievement, we acquired the rights to proceeds from certain contingent future milestones and royalties related to TEPEZZA net sales in exchange for an aggregate payment of $110 million. These transactions related to the rights to approximately 71 percent of the $225 million in milestone payments due upon achievement of certain TEPEZZA annual worldwide net sales thresholds and approximately 71 percent of the 3 percent royalty tied to the portion of TEPEZZA annual worldwide net sales exceeding $300 million.

 

   

Relative to increasing the KRYSTEXXA BI-to-IV conversion rate, we were unable to reach this objective primarily due to the negative impact of COVID-19 on rheumatology, where patient visits to rheumatology offices decreased by approximately 57 percent. However, due to the efforts of the Rheumatology business unit, KRYSTEXXA net sales returned to growth in the third quarter after a challenging second quarter impacted by COVID-19, finishing the year with 19 percent year-over-year growth.

The Compensation Committee considered the strategy and financing goal to be achieved at 200 percent.

In summary, the results in 2020 for each strategic goal were as follows:

 

   

Strategic Goal

(35% Weighting)

   2020 Performance  
  

Percentage of Target

Bonus

     % Achieved      % of Total
(Target x
% Achieved)
 

Culture and Compliance

     10.0      200.0      20.0

R&D and Technical Operations Milestones

     10.0      200.0      20.0

Business Development

     10.0      200.0      20.0

Strategy and Financing

     5.0      200.0      10.0

Aggregate Strategic Performance Achieved: 

 

     70.0 % 

COVID-19 Modifier Goal

Net sales of TEPEZZA for the period of July 1, 2020 through December 31, 2020 were $630.6 million, exceeding the performance goal of $450 million or greater for the second half of 2020. The COVID-19 Modifier goal was therefore achieved at 100 percent.

Short-Term Incentive Plan Total Achievement – 2020 Determined Cash Bonus Awards

With the achievement percentage for the financial objective goals of 106.0 percent and the achievement percentage for the strategic objective goals of 70.0 percent, the total achievement percentage for both the strategic and financial short-term incentive plan objective goals was 176.0 percent before implementing any adjustments for the COVID-19 Modifier goal. As a result of achievement of the COVID-19 Modifier performance goal of 100 percent, the total incentive plan objective goals were adjusted to 276.0 percent of the target achievement level. However, the percentage achieved was reduced to 200.0 percent so as not to exceed the original target maximum achievement level of 200 percent of target.

 

Horizon  |  Proxy Statement 50


Table of Contents

The Compensation Committee determined that a payout at the 200 percent maximum level was appropriate as the result of the outstanding financial performance in 2020 while managing through a global pandemic. Actual full-year 2020 total company net sales were $2.2 billion, or 35 percent above the aggregate maximum net sales goals. Actual full-year 2020 adjusted EBITDA was $999 million, or 69 percent above the maximum adjusted EBITDA goal. In February 2021, based on management’s recommendations and the Compensation Committee’s review, deliberation and determination of achievement of the corporate objectives listed above, along with determination of the NEOs’ individual contributions toward meeting those objectives described above, the Compensation Committee approved cash bonus awards for our NEOs as follows, which were paid in March 2021:

 

       
Executive   

2020 Target
Bonus 

Opportunity

     Total% of Target
Bonus Earned
     2020 Earned
Annual Incentive
 

Timothy P. Walbert

   $ 1,318,523        200.0      $ 2,637,046  

Paul W. Hoelscher

   $ 360,341        200.0      $ 720,683  

Andy Pasternak

   $ 401,412        200.0      $ 802,825  

Jeffrey W. Sherman, M.D., FACP

   $ 347,238        200.0      $ 694,477  

Barry J. Moze

   $ 377,376        200.0      $ 754,752  

Other 2020 Executive Bonuses

There were no other performance-based or discretionary bonuses awarded to our NEOs in 2020. However, pursuant to the terms of the employment agreement we entered into with Andy Pasternak in connection with his commencement of employment in November 2019, he was paid an initial sign-on bonus of $500,000 in November 2019 and was eligible to receive an additional sign-on bonus of $250,000 if he remained employed with us for one year, which was earned and paid in November 2020.

Long-Term Incentives

Our Compensation Committee believes in a strong pay-for-performance program and culture that encourages a long-term focus from the executive officers and aligns their interests with those of our shareholders. To achieve this, the Compensation Committee utilizes two vehicles for our long-term awards:

 

   

Time-based equity awards: RSUs

 

   

Performance-based equity awards: PSUs

2020 Long-Term Incentive Grants

We have adopted a regular, annual long-term incentive grant schedule awarding equity awards in the form of RSUs and PSUs to our executive officers. To further align the interests of our executive officers with those of our shareholders, we award a higher percentage of performance-based equity compensation than the majority of our industry peers. In addition, our performance-based equity compensation is aligned with all of our stated compensation objectives, including the linking of executive pay with performance. Further, we believe that annual grant cycles allow us to more easily manage shareholder dilution and burn rate, while still providing market-competitive incentive opportunities.

We believe these equity grants align the interests of our executive officers and shareholders in two ways:

 

   

a large portion of the equity grants vest contingent on performance and have a continued service requirement; and

 

   

equity grants have a one-year holding period after any vested shares are issued.

 

Horizon  |  Proxy Statement 51


Table of Contents

As part of our annual long-term incentive plan, we awarded our NEOs a mix of PSUs and time-vested RSUs on January 3, 2020. The components of the long-term incentive plan were as follows:

 

 

 

2020 Long-Term Incentive Components

      PSUs    RSUs

Performance Criteria/Period

  

•   40%:

  

18-month KRYSTEXXA net sales

(January 1, 2020 through June 30, 2021)

   N/A
  

•   20%:

  

Highest quarter TEPEZZA net sales
in 2-year period

(2020-2021)

  

•   10%:

  

1-year Rare Disease U.S. net sales

(2020)

  

•   30%:

  

3-year Relative TSR

(2020-2022)

   

Maximum Award

  

KRYSTEXXA Net Sales PSUs:

•   150% of target award

 

TEPEZZA and Rare Disease Net Sales PSUs:

•   200% of target award

 

Relative TSR PSUs:

•   200% of target award

 

   N/A
   

Service Vesting Period

  

KRYSTEXXA Net Sales PSUs:

•   3 equal installments on July 1, 2021,

     January 5, 2022 and January 5, 2023

 

TEPEZZA Net Sales PSUs:

•   2/3 vest on January 5, 2022

•   1/3 vest on January 5, 2023

 

Rare Disease U.S. Net Sales PSUs:

•    3 equal installments on January 5, 2021,
2022 and 2023

 

Relative TSR PSUs:

•   At the end of the 2020-2022 performance
period

 

   Vest one-third annually
over 3 years
   

Post-Issuance Holding Period

 

  

1 year

 

  

1 year

 

Our NEOs received RSU and PSU grants in January 2020 for the following share amounts:

 

     

Executive

  

Time-Vested

RSUs

    

Performance-Based

PSUs

 

Timothy P. Walbert

     174,165        174,165  

Paul W. Hoelscher

     43,541        43,541  

Andy Pasternak

     43,541        43,541  

Jeffrey W. Sherman, M.D., FACP

     36,284        36,284  

Barry J. Moze

     36,284        36,284  

 

Horizon  |  Proxy Statement 52


Table of Contents

Time-Vested RSUs

The time-vested RSUs are generally subject to three-year annual vesting over the service period commencing January 5, 2020 and ending on January 5, 2023.

Performance-Based PSUs

Overall, performance-based PSUs use four performance metrics: two shorter-term components tied to net sales performance over each of a one-year and 18-month period; and two longer-term components tied to net sales performance over a two-year period and relative TSR over a three-year period. The Compensation Committee’s decision to include more longer-term metrics in the PSU award design was in part informed by shareholder feedback obtained during our regular shareholder outreach program.

The performance-based PSUs consist of a grant based on the achievement of specific relative TSR goals (Relative TSR PSUs) as well as additional grants tied to the net sales of TEPEZZA (TEPEZZA PSUs), KRYSTEXXA (KRYSTEXXA PSUs), and the U.S. net sales of the Rare Disease business unit (Rare Disease PSUs).

The performance-based PSUs are determined by the following criteria:

 

   

KRYSTEXXA Net Sales (40%): Total net sales of KRYSTEXXA during the 18-month period ending June 30, 2021.

 

   

TEPEZZA Net Sales (20%): The highest quarterly net sales amount for TEPEZZA during the two-year period ending December 31, 2021.

 

   

Rare Disease U.S. Net Sales (10%): Total U.S. net sales of our Rare Disease business unit for the one-year period ending December 31, 2020.

 

   

Relative TSR (30%): Our relative TSR performance over a three-year period ending December 31, 2022, as measured against the components of NBI.

 

 
Net Sales PSU Performance Goals ($ millions)  
             
Multiplier      0%        50%        100%        125%        150%        200%  

KRYSTEXXA(1)

     <$ 400        $ 400        $ 415        $ 450        $ 500          N/A  

TEPEZZA (highest quarter)

     <$ 40        $ 40        $ 60        $ 80        $ 100        $ 120  

Rare Disease Business Unit

     <$ 510        $ 510        $ 530        $ 540        $ 550        $ 560  

 

(1)

In January 2020, performance targets for the KRYSTEXXA PSUs that would be considered earned at the following levels of KRYSTEXXA net sales were approved by the Compensation Committee for a 2020 calendar-year performance period: 0%-<$400; 50%-400; 100%-$415; 125%-$450; 150%-$500; and 200%-$525. In July 2020, the original KRYSTEXXA net sales targets were adjusted by the Compensation Committee to cap potential payouts at 150 percent of target in connection with the six-month extension of the KRYSTEXXA PSU performance period as further described below under the heading “COVID-19 Related Modification of KRYSTEXXA PSUs.”

COVID-19 Related Modification of KRYSTEXXA PSUs

As previously discussed above under the heading “COVID-19 Related Adjustments,” the onset of the COVID-19 pandemic and the subsequent stay-at-home guidelines had a significant and negative impact on KRYSTEXXA net sales. Many first-time KRYSTEXXA patients scheduled to begin therapy elected to delay therapy. In addition, patient visits to physician offices decreased substantially, either due to patient preference or to the closure or reduced operations of physician offices. During the height of the pandemic, rheumatology office visits were estimated to have decreased by approximately 57 percent. Given these unforeseen factors as a result of the global pandemic, KRYSTEXXA new patient generation during the first half of 2020 declined significantly, negatively impacting KRYSTEXXA net sales.

In July of 2020, it was evident that achieving the full-year threshold KRYSTEXXA PSUs performance goal was unlikely. This would result in the forfeiture of 40 percent of the executive team’s target PSU award, notwithstanding the successful commercialization efforts and strong net sales trajectory of KRYSTEXXA prior to the onset of the pandemic’s effects, and the tremendous efforts made by the executive team and the organization as whole from March 2020 onward to mitigate the impact of the pandemic on operations. Furthermore, in July of 2020, the magnitude of impact and duration of the COVID-19 pandemic on healthcare activity remained highly uncertain. Our executive team was therefore limited in its ability to increase KRYSTEXXA net sales during much of 2020 due to the impact of COVID-19 on healthcare activity.

In order to adjust for this unanticipated impact of the COVID-19 pandemic on the executive team’s ability to achieve the KRYSTEXXA PSUs performance goal for the 2020 calendar year, in July 2020, the Compensation Committee approved an extension

 

Horizon  |  Proxy Statement 53


Table of Contents

of the performance period for the KRYSTEXXA PSUs by an additional six months. At that time, projections were that healthcare activity would begin to return to more normalized levels in the second half of 2020 and therefore that the deferred demand for KRYSTEXXA could begin to return to pre-COVID-19 levels. The Compensation Committee therefore determined to extend the KRYSTEXXA PSUs performance period by six months, from December 31, 2020 to June 30, 2021, in order that the performance period would include a sufficient period of regular levels of healthcare activity in which the performance goals could potentially be attained. In light of the extended performance period modification and its potential benefit to the executive team, the Compensation Committee also determined to reduce the maximum performance payout level for the KRYSTEXXA PSUs from 200 percent to 150 percent of the target award.

How Did We Do?

2020 Rare Disease PSUs

Actual 2020 results for our rare disease U.S. net sales were as follows:

 

 
2020 Performance ($ millions)  
       
      PSU Weighting      Actual      % Net Sales PSU
Goal Achieved
 

Rare Disease U.S. Net Sales

     10    $ 553        162.5

Accordingly, our rare disease U.S. net sales attainment was at 162.5 percent of the target goal. The number of shares earned by our executives for the achieved Rare Disease PSUs are therefore as follows:

 

         
Executive    Rare Disease PSUs
(Target Number)
        

Determined

Rare Disease PSUs

      

Timothy P. Walbert

     17,416          28,301      

Paul W. Hoelscher

     4,354          7,076      

Andy Pasternak

     4,354          7,076      

Jeffrey W. Sherman, M.D., FACP

     3,628          5,896      

Barry J. Moze

     3,628            5,896      

The determined Rare Disease PSUs were eligible to vest in three equal annual installments subject to the executive’s continued service, with the first vesting installment on January 5, 2021. However, the actual earned shares for the first vesting installment were not released until performance was certified by the Compensation Committee on February 17, 2021.

2020 TEPEZZA PSUs

Actual quarterly net sales results in 2020 for TEPEZZA were as follows:

 

 
2020 Quarterly Performance ($ millions)  
               
      PSU
Weighting
     Q1
2020
     Q2
2020
     Q3
2020
     Q4
2020
     Maximum
Highest Quarter
Net Sales
     % of Net Sales
PSU Achieved
 

TEPEZZA Quarterly Net Sales

     20    $ 24      $ 166      $ 287      $ 344      $ 120        200

Second-quarter 2020 TEPEZZA net sales were $165.9 million, significantly exceeding the $120 million in TEPEZZA net sales, which was the maximum specified performance level (200 percent) of the target performance goal. Accordingly, our TEPEZZA net sales attainment was at 200.0 percent of the target goal during 2020.

The number of shares earned by our executives for the achieved TEPEZZA PSUs are therefore as follows:

 

         
Executive   

TEPEZZA PSUs

(Target Number)

         

Determined

TEPEZZA PSUs

      

Timothy P. Walbert

     34,833          69,666      

Paul W. Hoelscher

     8,708               17,416         

Andy Pasternak

     8,708          17,416      

Jeffrey W. Sherman, M.D., FACP

     7,526          14,512      

Barry J. Moze

     7,526            14,512      

 

Horizon  |  Proxy Statement 54


Table of Contents

The determined TEPEZZA PSUs are eligible to vest in two installments, two-thirds on January 5, 2022 and one-third on January 5, 2023, subject to the executive’s continued service.

2020 KRYSTEXXA Net Sales PSUs

Determination of the level of attainment of the KRYSTEXXA PSUs will be made following the 18-month performance period ending on June 30, 2021.

Relative TSR PSUs

Determination of the level of attainment of the Relative TSR PSUs will be made following the three-year performance period ending December 31, 2022.

2021 Changes to Executive Compensation Program

Short-Term Incentive Plan

In light of the continued uncertainty caused by the COVID-19 pandemic and its potential to negatively impact the short-term performance of certain of our individual business units, we determined that a combined aggregate total Company net sales goal for our 2021 annual bonus program for executives would be more appropriate than separate weighted net sales goals for our individual business units. This is similar to the change we implemented in mid-year 2020 to our 2020 annual corporate bonus program for employees other than executive officers. The aggregate total Company net sales goal is also aligned with the full-year financial guidance we provide publicly.

PSU Design

In line with shareholder feedback, and to avoid potential duplication of the performance goals for our annual bonus plan, beginning in 2021, our PSU design will include longer-term (two- or three-year) performance periods across all PSU performance goal components.

 

Additional Compensation Policies and Practices

Executive Share Ownership Guidelines

We have share ownership guidelines that establish the following minimum ownership levels within five years of the adoption of the guidelines (or within five years of the date an executive officer or director first becomes subject to them):

 

   
Position    Guideline

 

CEO

 

  

 

5x base salary

 

 

Executive Committee Members

 

  

 

2x base salary

 

 

Non-employee Directors

 

  

 

3x annual cash retainer

 

Individual ownership interest is reviewed annually as of the last day of the calendar year. The dollar value of shares at the end of a given calendar year is determined using the average closing price of Horizon shares over the three-month period of September, October and November of that calendar year. Shares that count toward satisfaction of these guidelines include: shares owned outright by the individual (including stock units that have vested but not yet settled); shares retained after an option exercise or issuance under another type of equity award granted under our equity incentive plans; shares retained after purchase under our Employee Share Purchase Plan; shares subject to RSUs that have not vested; and shares held in trust for the benefit of the individual or his/her spouse. Any unvested PSUs and unexercised stock options, whether vested or unvested, are not counted toward satisfaction of these ownership guidelines.

All of our executive officers and non-employee directors subject to the share ownership guidelines met the guidelines as of December 31, 2020.

Holding Period Policy

Any shares issued in settlement of any equity award granted to any executive officers on or after January 5, 2018 are subject to a minimum holding period of one year before the shares may be sold or transferred. Dr. Sherman became an executive officer in February 2020. Equity awards granted to Dr. Sherman prior to his becoming an executive officer are not subject to the one-year holding period requirement. Any equity awards granted to Dr. Sherman while he is an executive officer will be subject to our one-year holding period policy.

 

Horizon  |  Proxy Statement 55


Table of Contents

Hedging and Pledging Policies

Our Insider Trading Policy prohibits our executive officers, other employees, non-employee directors and consultants from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our ordinary shares at any time. In addition, no officer, director, other employee or consultant of Horizon may margin or pledge, or make any offer to margin or pledge, any of our ordinary shares, including without limitation, borrowing against the value of such ordinary shares, at any time.

Clawback Policy

As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Additionally, in January 2018 the Compensation Committee approved our Incentive Compensation Recoupment Policy, which provides for recoupment of certain compensation paid to executive officers of the Company under certain circumstances involving material financial restatements. Any cash and equity incentive compensation that is paid, awarded or vested based on the achievement of reported financial results and that is approved, granted or awarded on or after January 5, 2018 is subject to potential recoupment in accordance with the terms of the Incentive Compensation Recoupment Policy, including but not limited to any compensation approved, granted, or awarded under our annual cash bonus plan and PSUs under our long-term incentive plan.

Timing of Equity Awards

Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled quarterly Compensation Committee meetings whenever practicable. However, the Compensation Committee may otherwise approve the grant of equity awards in advance of its next scheduled meeting in connection with a new hire, promotion, and other circumstances where the Compensation Committee deems it appropriate to make such grants. Starting in 2018, our equity program has included performance vesting metrics for a performance period that begins in January. Given that, since 2018 our process has been to approve the final grants for our equity program at a special meeting of the Compensation Committee in January. We expect to continue having a significant portion of our executive officer equity compensation be performance based and believe it is likely that future-year grants will be approved at special Compensation Committee meetings in January.

All stock options are granted with an exercise price that is not less than the closing price of our ordinary shares on Nasdaq on the grant date. It is our policy not to purposely accelerate or delay the public release of material information in consideration of a pending equity grant to allow the grantee to benefit from a more favorable exercise price. We recognize that a release of information by the Company in close proximity to an equity grant may appear to be an effort to time the announcement to a grantee’s benefit (even if no such benefit was intended). Accordingly, it is our policy that our management team makes a good faith effort to advise the Compensation Committee whenever it is aware that material non-public information is planned to be released to the public in close proximity to the grant of equity awards.

Accounting and Section 162(m) Tax Considerations

We account for share-based awards exchanged for employee services in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (ASC Topic 718). Assumptions used in the calculation of these awards are included in Note 18 – Share-Based and Long-Term Incentive Plans in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs.

Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m) provided a performance-based compensation exception, pursuant to which the deduction limit under Section 162(m) did not apply to any compensation that qualified as “performance-based compensation” under Section 162(m). Pursuant to the Tax Cuts and Jobs Act, the performance-based compensation exception under Section 162(m) was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to a written binding contract which was in effect on November 2, 2017 and which is not modified in any material respect on or after such date.

Compensation paid to each of our “covered employees” in excess of $1 million per taxable year generally will not be deductible unless it qualifies for the performance-based compensation exception under Section 162(m) pursuant to the transition relief described above. Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m), as

 

Horizon  |  Proxy Statement 56


Table of Contents

well as other factors beyond the control of the Compensation Committee, no assurance can be given that any compensation paid by Horizon will be eligible for such transition relief and be deductible by us in the future. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of our executive compensation program and the best interests of Horizon and its shareholders, which may include providing for compensation that is not deductible by Horizon due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with our business needs.

Severance and Change-in-Control Benefits Summary

Our NEOs are provided with certain severance benefits in order to assist us in recruiting and retaining talented individuals and align the executives’ interests with the best interests of the shareholders. We believe these severance benefits are consistent with those provided by our peer group are an essential element of our overall executive compensation package due to the competitive market for executive talent in our industry. The Compensation Committee believes that the severance benefits are an important element of the NEOs’ retention and motivation and that the benefits of such severance rights agreements, including generally requiring a release of claims against us and entering into a non-competition agreement as a condition to receiving any severance benefits are in our best interests. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change-in-control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our shareholders.

A description of the severance benefits provided under our executive officer employment agreements is provided below under the heading “Potential Payments Upon Termination or Change-in-Control.”

Deferred Compensation Plan

All of our executive officers are eligible to participate in our non-qualified Deferred Compensation Plan, which allows the participants to defer receipt of their compensation and recognition of associated income taxes without being subject to the deferral contribution limits of our 401(k) Plan, which provides additional tax and financial planning flexibility. Our policy is to match Deferred Compensation Plan deferrals under the same matching contribution formula that we apply to our 401(k) Plan. Accordingly, the matching contribution formula for our Deferred Compensation Plan for 2020 was 100 percent of the first 3 percent and 50 percent of the next 2 percent of salary deferrals, which is the same “safe harbor” matching contribution formula that applied to our 401(k) Plan for 2020. Starting in 2021, the matching contribution formula for deferred contributions to the Deferred Compensation Plan is 6 percent of the first 100 percent of deferrals, which is the same “safe harbor” matching contribution formula that applies to our 401(k) Plan starting in 2021. Matching contributions to our Deferred Compensation Plan are immediately fully vested contingent upon completion of one year of employment in order to closely align to the vesting schedule of our safe harbor matching contributions to our 401(k) Plan, which are immediately fully vested when made. A description of our Deferred Compensation Plan is provided below under the heading “Nonqualified Deferred Compensation.”

Other Benefits

All of our executive officers are eligible to receive our standard employee benefits, such as participation in our 401(k) Plan, medical, dental, vision coverage, short-term disability insurance, long-term disability insurance, group life insurance, paid time off, holiday, and the Employee Share Purchase Plan, in each case on the same basis as our other employees. Our Paid-Time-Off Policy for all employees allows no more than 40 paid-time-off hours to be carried over to the following year. However, given the impact of the COVID-19 pandemic on employee use of paid-time-off, in 2020 we increased this limit for all employees to no more than 80 paid-time-off hours which can be carried over from 2020 to 2021.

We reimburse our executive officers for any travel expenses and related tax gross ups they incur in connection with any business-related travel which does not meet the strict eligibility requirements to be treated as a non-taxable business expense reimbursement in accordance with applicable tax guidelines. We believe that the cost of providing these benefits is reasonable in light of the benefit to our business of having our executive officers more focused on attaining our business objectives in connection with any business-related travel. We also reimburse our executive officers up to $15,000 of personal financial planning services incurred annually and related tax gross ups. We believe that financial planning by experts reduces the time our executives spend on that topic and assists our executives in making the most of the financial rewards provided by the Company. Starting in 2020, we began providing our executives comprehensive annual executive physical health examinations. We believe the cost of providing these health examinations is reasonable in light of the benefit to our business of facilitating the physical health of our executives.

 

Horizon  |  Proxy Statement 57


Table of Contents

The Compensation Committee periodically reviews the levels of benefits provided to executive officers to ensure they remain reasonable and consistent with its compensation philosophy.

Compensation Committee Report

The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the management of the Company. Based on this review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

This report has been furnished by the members of the Compensation Committee:

Jeff Himawan, Ph.D., Chair

William F. Daniel

Sue Mahony, Ph.D.

Gino Santini

 

Horizon  |  Proxy Statement 58


Table of Contents

EXECUTIVE COMPENSATION

 

Summary Compensation Table

The following table provides information regarding the compensation earned during the years ended December 31, 2020, 2019 and 2018 by our NEOs.

 

                 

Name and Principal Position

   Year      Salary      Bonus    

Total Stock

Awards(1)(2)(3)

   

Option

Awards(4)

    

Non-Equity

Incentive

Plan(5)

    

All Other

Compensation(6)

     Total  

Timothy P. Walbert

     2020      $ 1,146,542      $     $ 16,149,668     $      $ 4,137,046      $ 199,548      $ 21,632,803  

    Chairman, President and

     2019      $ 1,108,700      $     $ 9,139,117     $      $ 3,398,483      $ 226,871      $ 13,873,172  

    Chief Executive Officer

     2018      $ 1,076,250      $     $ 13,533,845     $      $ 2,026,436      $ 160,363      $ 16,796,894  

Paul W. Hoelscher

     2020      $ 600,569      $     $ 4,037,409     $      $ 1,170,683      $ 106,485      $ 5,915,146  

    Executive Vice President,

     2019      $ 580,748      $     $ 2,773,866     $      $ 968,840      $ 120,135      $ 4,443,588  

    Chief Financial Officer

     2018      $ 563,750      $     $ 5,812,495     $      $ 553,809      $ 104,332      $ 7,034,386  

Andy Pasternak (7)

     2020      $ 669,021      $ 250,000 (8)    $ 4,037,409 (9)    $      $ 802,825      $ 66,872      $ 5,826,126  

    Executive Vice President,

     2019      $ 108,333      $ 500,000 (10)    $ 1,099,974     $ 1,099,996      $ 97,050      $ 19,188      $ 2,924,542  

    Chief Strategy Officer

                     

Jeffrey W. Sherman, M.D., FACP

     2020      $ 578,731      $     $ 3,708,048     $      $ 881,977      $ 92,545      $ 5,261,300  

    Executive Vice President,

     2019      $ 559,630      $     $ 2,226,172     $      $ 687,473      $ 95,222      $ 3,568,496  

    Chief Medical Officer

     2018      $ 543,250      $     $ 2,533,691     $      $ 533,670      $ 68,263      $ 3,678,874  

Barry J. Moze

     2020      $ 628,960      $     $ 3,364,507     $      $ 1,004,752      $ 75,659      $ 5,073,877  

    Executive Vice President,

     2019      $ 608,201      $     $ 3,202,198     $      $ 793,367      $ 58,744      $ 4,662,510  

    Chief Administrative Officer

     2018      $ 590,400      $     $ 1,527,062     $      $ 579,989      $ 35,114      $ 2,732,565  

 

(1)

Amounts shown in this column do not reflect actual compensation received by our NEOs. The amounts reflect the grant date fair value of the awards and are calculated in accordance with the provisions of ASC Topic 718. Assumptions used in the calculation of these awards are included in Note 18 – Share-Based and Long-Term Incentive Plans in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. The amounts shown in this column include RSUs and PSUs granted in 2018, 2019 and 2020. For further information regarding such equity awards, please see the Grants of Plan-Based Awards and Outstanding Equity Awards at December 31, 2020 tables and related footnotes below and 2020 Long-Term Incentive Grants in our “Compensation Discussion and Analysis above. Values for the performance-based Net Sales/TSR PSUs in the table above reflect values less than the maximum potential value of the awards.

 

(2)

The table below presents the aggregate grant date fair value of the stock awards for the periods presented assuming achievement at the maximum level for any performance-based vesting stock awards:

 

         

Name and Principal Position

   Year    RSU
Awards
   PSU Awards at
Maximum Level
   Total Stock
Awards Maximum
Level

Timothy P. Walbert

       2020      $ 5,712,612      $ 12,573,289      $ 18,285,901

    Chairman, President and

       2019      $ 3,549,981      $ 9,593,013      $ 13,142,994

    Chief Executive Officer

       2018      $ 6,364,929      $ 14,337,832      $ 20,702,761

Paul W. Hoelscher

       2020      $ 1,428,145      $ 3,143,293      $ 4,571,438

    Executive Vice President,

       2019      $ 1,100,000      $ 2,914,505      $ 4,014,504

    Chief Financial Officer

       2018      $ 2,733,597      $ 6,157,797      $ 8,891,393

Andy Pasternak

       2020      $ 1,428,145      $ 3,143,293      $ 4,571,438

    Executive Vice President,

       2019      $ 1,099,974      $      $ 1,099,974

    Chief Strategy Officer

                   

Jeffrey W. Sherman, M.D., FACP

       2020      $ 1,309,852      $ 2,888,090      $ 4,197,942

    Executive Vice President,

       2019      $ 749,985      $ 2,163,428      $ 2,913,413

    Chief Medical Officer

       2018      $ 718,175      $ 1,617,775      $ 2,335,950

Barry J. Moze

       2020      $ 1,190,115      $ 2,619,440      $ 3,809,555

    Executive Vice President,

       2019      $ 1,507,800      $ 2,935,037      $ 4,442,836

    Chief Administrative Officer

       2018      $ 718,175      $ 1,617,775      $ 2,335,950

 

(3)

As discussed in more detail in 2020 Long-Term Incentive Grants in our “Compensation Discussion and Analysis above, and in the “Narrative Disclosure to Summary Compensation Table and “Grants of Plan-Based Awards Table below, the 2020 KRYSTEXXA PSUs were modified in July 2020. Under SEC reporting requirements, we are required to include in the “Stock Awards” column for our named executive officers (NEOs) for 2020 the fair value of these PSUs on the original grant date, plus the incremental fair value of any of those same awards that were modified as of the modification date.

 

(4)

The amounts shown in this column represent an option to purchase 69,752 ordinary shares granted to Mr. Pasternak in connection with his commencement of employment with us in November 2019 pursuant to the terms of his employment agreement. For further information regarding such equity award, please see the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at December 31, 2020” tables and related footnotes below.

 

(5)

As applicable, reflects performance incentives for fiscal years 2020, 2019 and 2018 that were earned and paid in March 2021, March 2020 and March 2019, respectively, pursuant to our short-term incentive plan in effect for such fiscal year. For further information please see the “Compensation Discussion and Analysis” above. Amounts in full-year 2019 include the following amounts earned under our 2018 cash incentive plan (2018 CIP), which were earned and paid to certain of our NEOs in January 2019: $1,500,000 paid to Mr. Walbert, $450,000 paid to Mr. Hoelscher, $187,500 paid to Dr. Sherman and $250,000

 

Horizon  |  Proxy Statement 59


Table of Contents
  paid to Mr. Moze. (Andy Pasternak was not employed by Horizon at the time the 2018 cash incentive plan was in effect.) Amounts in full-year 2020 include the following amounts earned under our 2018 CIP, which were earned and paid to our NEOs in January 2020: $1,500,000 paid to Mr. Walbert, $450,000 paid to Mr. Hoelscher, $187,500 paid to Dr. Sherman and $250,000 paid to Mr. Moze.

 

(6)

Amounts shown in this column include the following items:

 

               
    

Year

 

Life Insurance

Benefits Imputed
Income and

Additional

Exec Coverage(a)

 

401(k)

Matching
Contributions

  Deferred
Compensation
Plan
Contributions
 

Financial Planning/

Legal Fee

Reimbursements
(including tax
gross up)

 

Personal

Travel

Expenses(b)

  Total

Timothy P. Walbert

      2020     $ 16,533     $ 11,400     $ 121,797     $ 26,930     $ 22,888     $ 199,548
      2019     $ 6,005     $ 11,200     $ 125,399     $ 26,930     $ 57,337     $ 226,871
      2018     $ 342     $ 11,000     $ 89,756     $ 26,930     $ 32,335     $ 160,363

Paul W. Hoelscher

      2020     $ 17,094     $ 11,400     $ 44,774     $ 26,930     $ 6,287     $ 106,485
      2019     $ 6,048     $ 11,200     $ 45,379     $ 20,653     $ 36,855     $ 120,135
      2018     $ 342     $ 11,000     $ 35,314     $ 24,237     $ 33,439     $ 104,332

Andy Pasternak

      2020     $ 438     $ 11,400     $ 26,758     $ 27,554     $ 721     $ 66,872
      2019     $ 57     $     $     $ 19,132     $     $ 19,188

Jeffrey W. Sherman, M.D., FACP

      2020     $ 19,130     $ 11,400     $ 43,146     $ 17,953     $ 915     $ 92,545
      2019     $ 3,842     $ 11,200     $ 39,178     $ 17,953     $ 23,048     $ 95,222
      2018     $ 285     $ 11,000     $ 32,333     $ 14,144     $ 10,500     $ 68,263

Barry J. Moze

      2020     $ 20,233     $ 11,400     $ 25,156     $ 17,953     $ 916     $ 75,659
      2019     $ 7,855     $ 8,148     $     $ 17,953     $ 24,788     $ 58,744
      2018     $ 342     $     $ 13,368     $ 14,144     $ 7,260     $ 35,114

 

  (a)

Represents life insurance benefits imputed income, executive disability insurance premiums and annual executive physical health examination.

 

  (b)

Represents travel and/or other miscellaneous expenses and related tax gross ups which do not meet the strict eligibility requirements to be treated as a non-taxable business expense reimbursement in accordance with applicable tax guidelines.

 

(7)

Mr. Pasternak joined Horizon in November 2019.

 

(8)

Represents a sign-on bonus paid to Mr. Pasternak in November 2020 as discussed in more detail in “Sign-On Bonuses” in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.

 

(9)

The amounts show in this column include an RSU award in respect of 37,262 ordinary shares granted to Mr. Pasternak in connection with his commencement of employment with us in November 2019 pursuant to the terms of his employment agreement. For further information regarding such equity award, please see the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at December 31, 2020” tables and related footnotes below.

 

(10)

Represents a sign-on bonus paid to Mr. Pasternak in November 2019 as discussed in more detail in “Sign-On Bonuses” in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below.

 

Horizon  |  Proxy Statement 60


Table of Contents
Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of non-equity incentive plan and equity incentive plan-based awards to our NEOs for 2020:

 

             

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards ($)

  

All Other

Stock Awards:

Number of

Shares
of Stock

or Units

 

Grant Date Fair  

Value of Stock  

and Option  
Awards  

Name

   Award Type    Grant Date   Threshold    Target   Maximum    (#)   ($)(1)  

Timothy P. Walbert

       Annual Cash        N/A     $ 1,137,226      $ 1,318,523 (2)      $ 2,637,046         
       RSU        1/3/2020                     174,165 (7)      $ 5,712,612
       PSU        1/3/2020                     174,165 (8)      $ 10,437,056 (9) 
               

Paul W. Hoelscher

       Annual Cash        N/A     $ 270,256      $ 360,341 (3)      $ 720,683         
       RSU        1/3/2020                     43,541 (7)      $ 1,428,145
       PSU        1/3/2020                     43,541 (8)      $ 2,609,264 (9) 
               

Andy Pasternak

       Annual Cash        N/A     $ 301,059      $ 401,412 (4)      $ 802,825         
       RSU        1/3/2020                     43,541 (7)      $ 1,428,145
       PSU        1/3/2020                     43,541 (8)      $ 2,609,264 (9) 
               

Jeffrey W. Sherman, M.D., FACP

       Annual Cash        N/A     $ 260,429      $ 347,238 (5)      $ 694,477         
       RSU        1/3/2020                     36,284 (7)      $ 1,309,852 (10) 
       PSU        1/3/2020                     36,284 (8)      $ 2,398,195 (9) 
               

Barry J. Moze

       Annual Cash        N/A     $ 283,032      $ 377,376 (6)      $ 754,752         
       RSU        1/3/2020                     36,284 (7)      $ 1,190,115
       PSU        1/3/2020                     36,284 (8)      $ 2,174,392 (9) 

 

(1)

Amounts shown in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the grant date fair value of such awards and are calculated in accordance with the provisions of ASC Topic 718. Assumptions used in the calculation of these amounts and further information on our stock options, RSUs, PSUs and cash long-term incentive plan are included in Note 18 – “Share-Based and Long-Term Incentive Plans” in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These amounts do not necessarily correspond to the actual value realized or that may be realized by the NEOs.

 

(2)

Mr. Walbert’s target bonus for 2020 was $1,318,523, or 115 percent of his base salary as of December 31, 2020, pro-rated for salary change that took effect March 1, 2020. In February 2021, the Compensation Committee approved Mr. Walbert’s bonus in the amount of $2,637,046, or 200 percent of his target bonus, which was paid in March 2021.

 

(3)

Mr. Hoelscher’s target bonus for 2020 was $360,341, or 60 percent of his base salary as of December 31, 2020, pro-rated for salary change that took effect March 1, 2020. In February 2021, the Compensation Committee approved Mr. Hoelscher’s bonus in the amount of $720,683, or 200 percent of his target bonus, which was paid in March 2021.

 

(4)

Mr. Pasternak’s target bonus for 2020 was $401,412, or 60 percent of his base salary as of December 31, 2020, pro-rated for salary change that took effect March 1, 2020. In February 2021, the Compensation Committee approved Mr. Pasternak’s bonus in the amount of $802,825, or 200 percent of his target bonus, which was paid in March 2021.

 

(5)

Dr. Sherman’s target bonus for 2020 was $347,238, or 60 percent of his base salary as of December 31, 2020, pro-rated for salary change that took effect March 1, 2020. In February 2021, the Compensation Committee approved Dr. Sherman’s bonus in the amount of $694,477, or 200 percent of his target bonus, which was paid in March 2021.

 

(6)

Mr. Moze’s target bonus for 2020 was $377,376, or 60 percent of his base salary as of December 31, 2020, pro-rated for salary change that took effect March 1, 2020. In February 2021, the Compensation Committee approved Mr. Moze’s bonus in the amount of $754,752, or 200 percent of his target bonus, which was paid in March 2021.

 

(7)

The RSUs vest in three equal annual installments on January 5, 2021, 2022 and 2023.

 

(8)

The PSU award is divided into four components. 40 percent of the award is determined by the net sales of KRYSTEXXA over the 18-month period ending June 30, 2021, and such portion of the award is eligible to vest in three equal installments on July 1, 2021, January 5, 2022 and January 5, 2023. 20 percent of the award is determined by the highest quarter of TEPEZZA net sales over the two-year period ending December 31, 2021, with two-thirds of such portion of the award vesting on January 5, 2022 and the remaining one-third of the award vesting on January 5, 2023. 10 percent of the award is determined by the U.S. net sales of the rare disease business unit over the one-year period ended December 31, 2020, and such portion of the award vest in three equal installments on January 5, 2021, January 5, 2022 and January 5, 2023. The remaining 30 percent of the award is determined by our relative total shareholder return (TSR) performance over a three-year period ending December 31, 2022, as measured against the TSR of each company included in the Nasdaq Biotechnology Index (NBI) during such three-year period.

 

(9)

As discussed in more detail in “2020 Long-Term Incentive Grants” in our ”Compensation Discussion and Analysis” above and in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” below, the 2020 KRYSTEXXA PSUs were modified in July 2020 to extend the original performance period from December 31, 2020 to June 30, 2021. Additionally, the maximum value to be earned for these awards was reduced from 200 percent of target to 150 percent of target. The SEC reporting requirements and interpretations require us to include (i) the fair value of these PSUs on the original grant date, plus the incremental fair value of any of those same awards that were modified on the modification date. The amounts shown include the sum total of the fair value of the KRYSTEXXA PSUs as measured on their January 3, 2020 grant date to each of Mr. Walbert, Mr. Hoelscher,

 

Horizon  |  Proxy Statement 61


Table of Contents
  Mr. Pasternak, Dr. Sherman and Mr. Moze. The original grant date fair values of the KRYSTEXXA PSUs were $6,706,388; $1,676,584; $1,676,584, $1,537,805 and $1,397,167, respectively, plus the incremental increase in the value of these PSUs as measured on July 28, 2020, the date the performance period for the KRYSTEXXA PSUs was extended by six months.

 

(10)

The amount shown in this column reflects a higher per-share fair value upon grant than the equity awards for our other NEOs because Dr. Sherman was not then an executive officer subject to our one-year holding period policy for executive equity awards.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements. Each of our NEOs has entered into a written employment agreement with us that provides for payment of base salary, target annual cash incentive compensation, eligibility for employee benefit programs and potential severance benefits. For further information regarding the base salaries, bonuses and incentive compensation payable to our NEOs and their eligibility for our employee benefit programs, please see our “Compensation Discussion and Analysis” above. For further information regarding the severance benefits provided under the employment agreements, please see “Potential Payments Upon Termination or Change-in-Control” below.

Equity Awards. We have granted equity awards to our NEOs under our current and previous equity incentive plans. For further information regarding such equity awards, including the vesting schedules, please see the Grants of Plan-Based Awards table and related footnotes above and “2020 Long-Term Incentive Grants” in our Compensation Discussion and Analysis above. The fair values reported for Dr. Sherman’s equity awards in the Summary Compensation Table and the “Grants of Plan-Based Awards table reflect a higher per-share fair value upon grant than the equity awards for our other NEOs because Dr. Sherman was not an executive officer on the date of the grant and therefore was not subject to our one-year holding period policy for shares issued pursuant to executive officer equity awards.

Sign-On Bonuses. In connection with his commencement of employment with us in November 2019, pursuant to the terms of his employment agreement, Mr. Pasternak received a sign-on bonus of $500,000 in November 2019 and received an additional sign-on bonus of $250,000 in November 2020, based on his continued employment with us.

Option Repricings. Under the terms of our equity incentive plans, option repricing is not permitted without prior shareholder approval, and we did not effect any repricing of any outstanding equity awards during the year ended December 31, 2020 for our NEOs or other equity award holders.

2020 KRYSTEXXA PSU Performance Period Modification. As discussed in more detail in “2020 Long-Term Incentive Grants” in our “Compensation Discussion and Analysis” above, the 2020 KRYSTEXXA PSUs were modified in July 2020 to extend the original performance period from December 31, 2020 to June 30, 2021. Additionally, the maximum value to be earned for these awards was reduced from 200 percent of target to 150 percent of target. Under SEC reporting requirements we are required to include in the “Stock Awards” column in the Summary Compensation Table for our NEOs for 2020 (i) the fair value of these PSUs on the original grant date, plus the incremental fair value of any of those same awards that were modified as of the modification date. Amounts shown in this column for 2020 include the sum total of the fair value of the KRYSTEXXA PSUs as measured on their January 3, 2020 grant date to each of Mr. Walbert, Mr. Hoelscher, Mr. Pasternak, Dr. Sherman and Mr. Moze. The original grant date fair values of the KRYSTEXXA PSUs were $6,706,388; $1,676,584; $ 1,676,584, $1,537,805 and $1,397,167, respectively, plus the incremental increase in the value of these PSUs as measured on July 28, 2020, the date the performance period for the KRYSTEXXA PSUs was extended by six months. Dr. Sherman’s 2020 KRYSTEXXA PSU award has a higher per-share fair value because it was granted to him before he became an executive officer and therefore was not subject to our one-year holding period policy for shares issued pursuant to executive officer equity awards.

The following additional incremental fair value resulting from such modification is below:

 

     
Executive Officer    2020 KRYSTEXXA PSUs
Subject to Modification,  at
Target
     Incremental Fair Value due to
2020 KRYSTEXXA PSUs
Modification
 

Timothy P. Walbert

     69,667      $ 3,730,668  

Paul W. Hoelscher

     17,417      $ 932,680  

Andy Pasternak

     17,417      $ 932,680  

Jeffrey W. Sherman, M.D., FACP

     14,514      $ 860,390  

Barry J. Moze

     14,514      $ 777,225  

 

Horizon  |  Proxy Statement 62


Table of Contents

Except as described above, we did not make any other modifications to any of our NEOs’ outstanding equity awards during the year ended December 31, 2020.

Salary and Annual Incentive Bonus Compared to Total Compensation. The ratio of salary and annual incentive bonus to total compensation in 2020 (each as set forth in the Summary Compensation Table above) is set forth below for each NEO. For clarity, the annual incentive bonus amounts used to determine the ratios below exclude amounts earned under our 2018 CIP.

 

   

Timothy P. Walbert, 17.5 percent

 

   

Paul W. Hoelscher, 22.3 percent

 

   

Andy Pasternak, 25.3 percent

 

   

Jeffrey W. Sherman, M.D., FACP, 24.2 percent

 

   

Barry J. Moze, 27.3 percent

 

Horizon  |  Proxy Statement 63


Table of Contents
Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our principal executive officer to the total annual compensation of our median employee. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

The purpose of this disclosure is to provide a measure of the equitability of pay within Horizon. We believe our compensation philosophy and process yield an equitable result for all of our employees. During fiscal 2020, the principal executive officer of Horizon was our chairman, president and chief executive officer, Mr. Walbert.

For 2020:

 

   

The annual total compensation for Mr. Walbert was $21,632,803.

 

   

The annual total compensation for our median employee was $298,446.

 

   

This results in an estimated pay ratio of 72:1.

Consistent with our prior year pay ratio disclosure, to identify our median compensated employee for 2020 we estimated all employees’ compensation as of October 31, 2020 (the median employee determination date). For each employee, we aggregated: (a) base salary as of October 31, 2020, (b) the target bonus for 2020 and (c) the estimated accounting value of any equity awards granted during 2020; and ranked this compensation measure for our employees from lowest to highest. Amounts paid in foreign currencies were converted to U.S. Dollars based on the average annual exchange rate as of the median employee determination date. This calculation was performed for all employees, except as identified below and excluding Mr. Walbert, whether employed on a full-time, part-time or seasonal basis. Because there were an even number of employees (excluding Mr. Walbert) two individuals were at the median. We selected among these two individuals, the individual with the greater tenure with the company.

For purposes of this disclosure, all Canadian employees, totaling six individuals, were excluded from the employee population pursuant to the de minimis exemption, which permits us to exclude foreign employees, up to 5 percent of our total employee population, on a whole-country basis. As of October 31, 2020, we had 1,194 U.S. employees (excluding our CEO) and 104 non-U.S. employees, irrespective of the de minimis exemption. Applying the de minimis exemption, the total number of U.S. employees totaled 1,194, and the number of non-U.S. employees totaled 98.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with the SEC rules and based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for us reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 

Horizon  |  Proxy Statement 64


Table of Contents
Outstanding Equity Awards at December 31, 2020

The following table sets forth certain information regarding outstanding stock options, RSUs and PSUs held by our NEOs on December 31, 2020.

 

          Option Awards     Stock Awards  
  Name  

Award

Grant Date

   

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

   

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

   

Option

Exercise

Price ($)

   

Option

Expiration

Date

   

Number of

Shares or

Units of

Stock that

Have Not

Vested (#)

   

Market

Value of

Stock that

Has Not

Vested ($)(1)

   

Number of

Units of

Stock that

are

Unearned

and Have

Not Vested

(#)

   

Market Value

of Unearned

Stock that Has

Not Vested ($)(1)

 

  Timothy P. Walbert

    3/23/2015       1,050,000           $ 22.14       3/22/2025          
    5/6/2015       1,650,000           $ 28.53       5/5/2025          
    1/5/2018               152,967 (2)    $ 11,189,536      
    1/5/2018               306,193 (3)    $ 22,398,018      
    1/4/2019               116,070 (2)    $ 8,490,521      
    1/4/2019               96,864 (4)    $ 7,085,602       52,232 (5)    $ 3,820,771  
    5/2/2019               40,666 (6)    $ 2,974,718      
    1/3/2020               174,165 (7)    $ 12,740,170      
    1/3/2020                   174,165 (8)    $ 12,740,170  
   

 

 

   

 

 

       

 

 

   

 

 

   

 

 

   

 

 

 
      2,700,000                 886,925     $ 64,878,564       226,397     $     16,560,941  

  Paul W. Hoelscher

    6/27/2014       64,940           $ 15.96       6/26/2024          
    3/23/2015       271,484           $ 22.14       3/22/2025          
    1/5/2018               65,696 (2)    $ 4,805,662      
    1/5/2018               131,504 (3)    $ 9,619,518      
    1/4/2019               35,966 (2)    $ 2,630,913      
    1/4/2019               30,014 (4)    $ 2,195,524       16,184 (5)    $ 1,183,860  
    5/2/2019               11,114 (6)    $ 812,989      
    1/3/2020               43,541 (7)    $ 3,185,024      
    1/3/2020                   43,541 (8)    $ 3,185,024  
   

 

 

   

 

 

       

 

 

   

 

 

   

 

 

   

 

 

 
      336,424                 317,835     $ 23,249,630       59,725     $ 4,368,884  

  Andy Pasternak

    11/1/2019       23,250       46,502 (9)    $ 29.52       10/31/2029       37,262 (10)    $ 2,725,715      
    1/3/2020               43,541 (7)    $ 3,185,024      
    1/3/2020                   43,541 (8)    $ 3,185,024  
   

 

 

   

 

 

       

 

 

   

 

 

   

 

 

   

 

 

 
      23,250       46,502           80,803     $ 5,910,739       43,541     $ 3,185,024  

  Jeffrey W. Sherman, M.D.,

  FACP

    1/2/2014       70,000           $ 7.61       1/1/2024          
    3/23/2015       173,000           $ 22.14       3/22/2025          
    1/5/2018               17,260 (2)    $ 1,262,569      
    1/5/2018